<PAGE>   1
                                                                    Exhibit 4.01








                              JABIL CIRCUIT, INC.,


                                     ISSUER,

                                       to

                              THE BANK OF NEW YORK,


                                     TRUSTEE

                                 ---------------

                                    INDENTURE

                                 ---------------



                             Dated as of May 2, 2001

                          Subordinated Debt Securities


<PAGE>   2



                         Reconciliation and tie between
            Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                 and Indenture

<TABLE>
<CAPTION>

  Trust Indenture
    Act Section                                                                                      Indenture Section
  ---------------                                                                                    -----------------
<S>                                                                                                              <C>
  Section 310(a)(1)................................................................................................6.7
   (a)(2)..........................................................................................................6.7
   (b).............................................................................................................6.8
  Section 312(a)...................................................................................................7.1
   (b).............................................................................................................7.2
   (c).............................................................................................................7.2
  Section 313(a)...................................................................................................7.3
   (b)(2)..........................................................................................................7.3
   (c).............................................................................................................7.3
   (d).............................................................................................................7.3
  Section 314(a)...................................................................................................7.4
   (c)(1)..........................................................................................................1.2
   (c)(2)..........................................................................................................1.2
   (e).............................................................................................................1.2
   (f).............................................................................................................1.2
  Section 316(a) (last sentence)...................................................................................1.1
   (a)(1)(A).................................................................................................5.2, 5.12
   (a)(1)(B)......................................................................................................5.13
   (b).............................................................................................................5.8
  Section 317(a)(1)................................................................................................5.3
   (a)(2)..........................................................................................................5.4
   (b)............................................................................................................10.3
  Section 318(a)...................................................................................................1.8

</TABLE>

------------------------

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         part of the Indenture.

         Attention should also be directed to Section 318(c) of the Trust
         Indenture Act, which provides that the provisions of Sections 310 to
         and including 317 are a part of and govern every qualified indenture,
         whether or not physically contained herein.


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                                TABLE OF CONTENTS

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                                                                                                               Page
                                                                                                               ----

<S>                                                                                                              <C>
                                                      ARTICLE 1
                               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      Section 1.1. DEFINITIONS....................................................................................1
      ACT.........................................................................................................2
      ADDITIONAL AMOUNTS..........................................................................................2
      ADDITIONAL PROVISIONS.......................................................................................2
      AFFILIATE...................................................................................................2
      AUTHENTICATING AGENT........................................................................................2
      AUTHORIZED NEWSPAPER........................................................................................2
      AUTHORIZED OFFICER..........................................................................................2
      BEARER SECURITY.............................................................................................3
      BOARD OF DIRECTORS..........................................................................................3
      BOARD RESOLUTION............................................................................................3
      BUSINESS DAY................................................................................................3
      CAPITAL STOCK...............................................................................................3
      CAPITALIZED LEASE OBLIGATION................................................................................3
      COMMISSION..................................................................................................3
      COMMON STOCK................................................................................................3
      COMPANY.....................................................................................................3
      COMPANY REQUEST.............................................................................................4
      COMPANY ORDER...............................................................................................4
      CONSOLIDATED SUBSIDIARY.....................................................................................4
      CONVERSION EVENT............................................................................................4
      CORPORATE TRUST OFFICE......................................................................................4
      CORPORATION.................................................................................................4
      COUPON......................................................................................................4
      CURRENCY....................................................................................................4
      CURRENCY AGREEMENT..........................................................................................4
      CUSIP NUMBER................................................................................................4
      DEFAULTED INTEREST..........................................................................................4
      DOLLARS OR $................................................................................................5
      EVENT OF DEFAULT............................................................................................5
      FOREIGN CURRENCY............................................................................................5
      FUNDED DEBT.................................................................................................5
      GAAP........................................................................................................5
      GOVERNMENT OBLIGATIONS......................................................................................5
      HOLDER......................................................................................................5
      INDEBTEDNESS................................................................................................5
      INDENTURE...................................................................................................6
      INDEPENDENT PUBLIC ACCOUNTANTS..............................................................................6
      INDEXED SECURITY............................................................................................6
      INTEREST....................................................................................................6

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<TABLE>
<CAPTION>


<S>                                                                                                              <C>
      INTEREST PAYMENT DATE.......................................................................................6
      JUDGMENT CURRENCY...........................................................................................7
      LIEN........................................................................................................7
      MATURITY....................................................................................................7
      NEW YORK BANKING DAY........................................................................................7
      OFFICE OR AGENCY............................................................................................7
      OFFICERS' CERTIFICATE.......................................................................................7
      OPINION OF COUNSEL..........................................................................................7
      ORIGINAL ISSUE DISCOUNT SECURITY............................................................................7
      OUTSTANDING.................................................................................................8
      PAYING AGENT................................................................................................9
      PERSON......................................................................................................9
      PLACE OF PAYMENT............................................................................................9
      PREDECESSOR SECURITY........................................................................................9
      REDEMPTION DATE.............................................................................................9
      REDEMPTION PRICE............................................................................................9
      REGISTERED SECURITY.........................................................................................9
      REGULAR RECORD DATE........................................................................................10
      REQUIRED CURRENCY..........................................................................................10
      RESPONSIBLE OFFICER........................................................................................10
      RESTRICTED SUBSIDIARY......................................................................................10
      SECURITIES ACT.............................................................................................10
      SECURITIES EXCHANGE ACT....................................................................................10
      SECURITY OR SECURITIES.....................................................................................10
      SECURITY REGISTER..........................................................................................10
      SECURITY REGISTRAR.........................................................................................10
      SENIOR INDEBTEDNESS........................................................................................10
      SPECIAL RECORD DATE........................................................................................11
      STATED MATURITY............................................................................................11
      SUBSIDIARY.................................................................................................11
      TRUST INDENTURE ACT........................................................................................11
      TRUSTEE....................................................................................................11
      UNITED STATES..............................................................................................11
      UNITED STATES ALIEN........................................................................................11
      U.S. DEPOSITORY OR DEPOSITORY..............................................................................11
      VICE PRESIDENT.............................................................................................12
      VOTING STOCK...............................................................................................12
      WHOLLY-OWNED RESTRICTED SUBSIDIARY.........................................................................12
         Section 1.2.      COMPLIANCE CERTIFICATES AND OPINIONS..................................................12
         Section 1.3.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE................................................13
         Section 1.4.      ACTS OF HOLDERS.......................................................................13
         Section 1.5.      NOTICES, ETC. TO TRUSTEE AND COMPANY..................................................15
         Section 1.6.      NOTICE TO HOLDERS OF SECURITIES; WAIVER...............................................15
         Section 1.7.      LANGUAGE OF NOTICES...................................................................16
         Section 1.8.      CONFLICT WITH TRUST INDENTURE ACT.....................................................16
         Section 1.9.      EFFECT OF HEADINGS AND TABLE OF CONTENTS..............................................17

</TABLE>

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<TABLE>
<CAPTION>


<S>                                                                                                              <C>
         Section 1.10.     SUCCESSORS AND ASSIGNS................................................................17
         Section 1.11.     SEPARABILITY CLAUSE...................................................................17
         Section 1.12.     BENEFITS OF INDENTURE.................................................................17
         Section 1.13.     GOVERNING LAW.........................................................................17
         Section 1.14.     BUSINESS DAY CONVENTION...............................................................17
         Section 1.15.     COUNTERPARTS..........................................................................18
         Section 1.16.     JUDGMENT CURRENCY.....................................................................18
         Section 1.17.     NO SECURITY INTEREST CREATED..........................................................18
         Section 1.18.     LIMITATION ON INDIVIDUAL LIABILITY....................................................18

                                                      ARTICLE 2
                                                  SECURITIES FORMS

         Section 2.1.      FORMS GENERALLY.......................................................................19
         Section 2.2.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.......................................19
         Section 2.3.      SECURITIES IN GLOBAL FORM.............................................................20

                                                      ARTICLE 3
                                                   THE SECURITIES

         Section 3.1.      AMOUNT UNLIMITED; ISSUABLE IN SERIES..................................................20
         Section 3.2.      CURRENCY; DENOMINATIONS...............................................................24
         Section 3.3.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING........................................24
         Section 3.4.      TEMPORARY SECURITIES..................................................................26
         Section 3.5.      REGISTRATION, TRANSFER AND EXCHANGE...................................................27
         Section 3.6.      MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES......................................30
         Section 3.7.      PAYMENT OF INTEREST AND CERTAIN  ADDITIONAL  AMOUNTS;  RIGHTS TO INTEREST AND CERTAIN
                           ADDITIONAL AMOUNTS PRESERVED..........................................................31
         Section 3.8.      PERSONS DEEMED OWNERS.................................................................33
         Section 3.9.      CANCELLATION..........................................................................34
         Section 3.10.     COMPUTATION OF INTEREST...............................................................34
         Section 3.11.     CUSIP NUMBERS.........................................................................34

                                                      ARTICLE 4
                                       SATISFACTION AND DISCHARGE OF INDENTURE

         Section 4.1.      SATISFACTION AND DISCHARGE............................................................34
         Section 4.2.      DEFEASANCE AND COVENANT DEFEASANCE....................................................36
         Section 4.3.      APPLICATION OF TRUST MONEY............................................................40

                                                      ARTICLE 5
                                                      REMEDIES

         Section 5.1.      EVENTS OF DEFAULT.....................................................................40
         Section 5.2.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT....................................42
         Section 5.3.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.......................43
         Section 5.4.      TRUSTEE MAY FILE PROOFS OF CLAIM......................................................44
         Section 5.5.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS................45

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<S>                                                                                                              <C>
         Section 5.6.      APPLICATION OF MONEY COLLECTED........................................................45
         Section 5.7.      LIMITATIONS ON SUITS..................................................................45
         Section 5.8.      UNCONDITIONAL  RIGHT OF HOLDERS TO RECEIVE  PRINCIPAL  AND ANY PREMIUM,  INTEREST AND
                           ADDITIONAL AMOUNTS....................................................................46
         Section 5.9.      RESTORATION OF RIGHTS AND REMEDIES....................................................46
         Section 5.10.     RIGHTS AND REMEDIES CUMULATIVE........................................................46
         Section 5.11.     DELAY OR OMISSION NOT WAIVER..........................................................47
         Section 5.12.     CONTROL BY HOLDERS OF SECURITIES......................................................47
         Section 5.13.     WAIVER OF PAST DEFAULTS...............................................................47
         Section 5.14.     WAIVER OF USURY, STAY OR EXTENSION LAWS...............................................48
         Section 5.15.     UNDERTAKING FOR COSTS.................................................................48

                                                      ARTICLE 6
                                                     THE TRUSTEE

         Section 6.1.      CERTAIN RIGHTS OF TRUSTEE.............................................................48
         Section 6.2.      NOTICE OF DEFAULTS....................................................................50
         Section 6.3.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES................................50
         Section 6.4.      MAY HOLD SECURITIES...................................................................51
         Section 6.5.      MONEY HELD IN TRUST...................................................................51
         Section 6.6.      COMPENSATION AND REIMBURSEMENT........................................................51
         Section 6.7.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...............................................52
         Section 6.8.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.....................................52
         Section 6.9.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR................................................54
         Section 6.10.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS...........................55
         Section 6.11.     APPOINTMENT OF AUTHENTICATING AGENT...................................................55

                                                      ARTICLE 7
                                  HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 7.1.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.............................57
         Section 7.2.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS................................58
         Section 7.3.      REPORTS BY TRUSTEE....................................................................58
         Section 7.4.      REPORTS BY COMPANY....................................................................58

                                                      ARTICLE 8
                                           CONSOLIDATION, MERGER AND SALES

         Section 8.1.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..................................59
         Section 8.2.      SUCCESSOR PERSON SUBSTITUTED FOR COMPANY..............................................60

                                                      ARTICLE 9
                                               SUPPLEMENTAL INDENTURES

         Section 9.1.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS....................................60
         Section 9.2.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.......................................62
         Section 9.3.      EXECUTION OF SUPPLEMENTAL INDENTURES..................................................63
         Section 9.4.      EFFECT OF SUPPLEMENTAL INDENTURES.....................................................63
         Section 9.5.      REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES....................................63

</TABLE>


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<CAPTION>


<S>                                                                                                              <C>
         Section 9.6.      CONFORMITY WITH TRUST INDENTURE ACT...................................................64
         Section 9.7.      EFFECT ON SENIOR INDEBTEDNESS.........................................................64
         Section 9.8.      NOTICE OF SUPPLEMENTAL INDENTURE......................................................64

                                                     ARTICLE 10
                                                      COVENANTS

         Section 10.1.     PAYMENT OF PRINCIPAL, ANY PREMIUM, INTEREST AND ADDITIONAL AMOUNTS....................64
         Section 10.2.     MAINTENANCE OF OFFICE OR AGENCY.......................................................64
         Section 10.3.     MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.....................................66
         Section 10.4.     ADDITIONAL AMOUNTS....................................................................67
         Section 10.5.     CORPORATE EXISTENCE...................................................................68
         Section 10.6.     WAIVER OF CERTAIN COVENANTS...........................................................68
         Section 10.7.     COMPANY STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN DEFAULTS........................68
         Section 10.8.     CALCULATION OF ORIGINAL ISSUE DISCOUNT................................................69

                                                     ARTICLE 11
                                              REDEMPTION OF SECURITIES

         Section 11.1.     APPLICABILITY OF ARTICLE..............................................................69
         Section 11.2.     ELECTION TO REDEEM; NOTICE TO TRUSTEE.................................................69
         Section 11.3.     SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.....................................69
         Section 11.4.     NOTICE OF REDEMPTION..................................................................70
         Section 11.5.     DEPOSIT OF REDEMPTION PRICE...........................................................71
         Section 11.6.     SECURITIES PAYABLE ON REDEMPTION DATE.................................................72
         Section 11.7.     SECURITIES REDEEMED IN PART...........................................................72

                                                     ARTICLE 12
                                                    SINKING FUNDS

         Section 12.1.     APPLICABILITY OF ARTICLE..............................................................73
         Section 12.2.     SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.................................73
         Section 12.3.     REDEMPTION OF SECURITIES FOR SINKING FUND.............................................74

                                                     ARTICLE 13
                                         REPAYMENT AT THE OPTION OF HOLDERS

         Section 13.1.     APPLICABILITY OF ARTICLE..............................................................74

                                                     ARTICLE 14
                                          SECURITIES IN FOREIGN CURRENCIES

         Section 14.1.     APPLICABILITY OF ARTICLE..............................................................75

                                                     ARTICLE 15
                                          MEETINGS OF HOLDERS OF SECURITIES

         Section 15.1.     PURPOSES FOR WHICH MEETINGS MAY BE CALLED.............................................75
         Section 15.2.     CALL, NOTICE AND PLACE OF MEETINGS....................................................75
         Section 15.3.     PERSONS ENTITLED TO VOTE AT MEETINGS..................................................76

</TABLE>


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<CAPTION>


<S>                                                                                                              <C>
         Section 15.4.     QUORUM; ACTION........................................................................76
         Section 15.5.     DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS...................77
         Section 15.6.     COUNTING VOTES AND RECORDING ACTION OF MEETINGS.......................................77

                                                     ARTICLE 16
                                             SUBORDINATION OF SECURITIES

         Section 16.1.     AGREEMENT TO SUBORDINATE..............................................................78
         Section 16.2.     DEFAULT ON SENIOR INDEBTEDNESS........................................................78
         Section 16.3.     LIQUIDATION; DISSOLUTION; BANKRUPTCY..................................................79
         Section 16.4.     SUBROGATION...........................................................................80
         Section 16.5.     TRUSTEE TO EFFECTUATE SUBORDINATION...................................................81
         Section 16.6.     NOTICE BY THE COMPANY.................................................................81
         Section 16.7.     RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.................................82
         Section 16.8.     SUBORDINATION MAY NOT BE IMPAIRED.....................................................82
</TABLE>




                                       vi

<PAGE>   9


         INDENTURE, dated as of May 2, 20001 (the "Indenture"), between JABIL
CIRCUIT, INC., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "Company"), having its principal
executive office located at 10560 Ninth Street North, St. Petersburg, Florida
33716, and The Bank of New York, a New York banking corporation (hereinafter
called the "Trustee"), having its Corporate Trust Office located at 101 Barclay
Street, Floor 21 West, New York, NY 10286.

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
unsecured debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities"), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as hereinafter provided.

         The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders (as herein defined) thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of any series thereof and any Coupons (as herein defined) as
follows:

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.1. DEFINITIONS.

         Except as otherwise expressly provided in or pursuant to this Indenture
or unless the context otherwise requires, for all purposes of this Indenture:

                  (1) the terms defined in this Article, either directly or by
         reference to another section hereof have the meanings assigned to them
         in this Article, and include the plural as well as the singular;

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;




<PAGE>   10

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with GAAP;

                  (4) the words "herein," "hereof," "hereto" and "hereunder" and
         other words of similar import refer to this Indenture as a whole and
         not to any particular Article, Section or other subdivision; and

                  (5) the word "or" is always used inclusively (for example, the
         phrase "A or B" means "A or B or both," not "either A or B but not
         both").

         Certain terms used principally in certain Articles hereof are defined
in those Articles.

         "ACT," when used with respect to any Holders, has the meaning specified
in Section 1.4.

         "ADDITIONAL AMOUNTS" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes, assessments or other
governmental charges imposed on Holders specified therein and which are owing to
such Holders.

         "ADDITIONAL PROVISIONS" has the meaning specified in Section 16.1.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control," when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have the meanings correlative to
the foregoing.

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to Section 6.11 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "AUTHORIZED NEWSPAPER" means a newspaper, in an official language of
the place of publication or in the English language, customarily published on
each day that is a Business Day in the place of publication, whether or not
published on Saturdays, Sundays, or holidays in the place of publication, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

         "AUTHORIZED OFFICER" means, when used with respect to the Company, the
Chairman of the Board of Directors, a Vice Chairman, the President, any Vice
President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company.

         "BEARER SECURITY" means any Security in the form established pursuant
to Section 2.1 which is payable to bearer.




                                       2
<PAGE>   11

         "BOARD OF DIRECTORS" means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.

         "BOARD RESOLUTION" means a copy of one or more resolutions, certified
by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification, delivered to the Trustee.

         "BUSINESS DAY," with respect to any Place of Payment or other location,
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment or other location are authorized or
obligated by law, regulation or executive order to close.

         "CAPITAL STOCK" means (i) with respect to any Person organized as a
Corporation, any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interests in (however
designated) corporate stock, and (ii) with respect to any Person that is not
organized as a Corporation, the partnership, membership or other equity
interests or participations in such Person.

         "CAPITALIZED LEASE OBLIGATION" means an obligation of the lessee under
any lease that is required to be capitalized for financial reporting purposes in
accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act or, if at any
time after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

         "COMMON STOCK" includes any Capital Stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which is not subject to redemption by the Company.

          "COMPANY" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person, and any other obligor upon the
Securities.

         "COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by the
Chairman of the Board of Directors, a Vice Chairman, the President, Executive
Vice President, Senior Vice President, Treasurer or a Vice President and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.

         "CONSOLIDATED SUBSIDIARY" means, at any date, any Subsidiary or other
entity the accounts of which would be consolidated with those of the Company in
its consolidated financial statements if such statements were prepared as of
such date.




                                       3
<PAGE>   12

         "CONVERSION EVENT" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community, or
(ii) any currency unit or composite currency for the purposes for which it was
established.

         "CORPORATE TRUST OFFICE" means the principal corporate trust office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of original execution of this
Indenture is located at 101 Barclay Street, Floor 21 West, New York, NY 10286.

         "CORPORATION" includes corporations and limited liability companies
and, except for purposes of Article 8, associations, companies and business
trusts.

         "COUPON" means any interest coupon appertaining to a Bearer Security.

         "CURRENCY," with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment, deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

         "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in
currency values.

          "CUSIP NUMBER" means the alphanumeric designation assigned to a
Security by Standard & Poor's Ratings Service, CUSIP Service Bureau.

         "DEFAULTED INTEREST" has the meaning specified in Section 3.7.

         "DOLLARS" OR "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.1.

         "FOREIGN CURRENCY" means any currency, currency unit or composite
currency, including, without limitation, the euro, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

         "FUNDED DEBT" means Indebtedness created, assumed or guaranteed by a
Person for money borrowed which matures by its terms, or is renewable by the
borrower to a date, more than a year after the date of original creation,
assumption or guarantee.

         "GAAP" means generally accepted accounting principles in the United
States as in effect from time to time, applied on a basis consistent (except for
changes concurred in by the



                                       4
<PAGE>   13

Company's independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries.

         "GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which the
principal of or any premium or interest on such Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such
government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America or such other government or governments, in each case where the timely
payment or payments thereunder are unconditionally guaranteed as a full faith
and credit obligation by the United States of America or such other government
or governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
PROVIDED that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

         "HOLDER," in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the case
of any Bearer Security, means the bearer thereof and, in the case of any Coupon,
means the bearer thereof.

         "INDEBTEDNESS" means (a) any liability of the Company or any Subsidiary
(1) for borrowed money, or under any reimbursement obligation relating to a
letter of credit, or (2) evidenced by a bond, note, debenture or similar
instrument, or (3) for payment obligations arising under any conditional sale or
other title retention arrangement (including a purchase money obligation) given
in connection with the acquisition of any businesses, properties or assets of
any kind, or (4) consisting of the discounted rental stream properly classified
in accordance with GAAP on the balance sheet of the Company or any Subsidiary,
as lessee, as a Capitalized Lease Obligation, or (5) under Currency Agreements
and Interest Rate Agreements, to the extent not otherwise included in this
definition; (b) any liability of others of a type described in the preceding
clause (a) to the extent that the Company or any Subsidiary has guaranteed or is
otherwise legally obligated in respect thereof; and (c) any amendment,
supplement, modification, deferral, renewal, extension or refunding of any
liability of the types referred to in clauses (a) and (b) above. "Indebtedness"
shall not be construed to include (x) trade payables or credit on open account
to trade creditors incurred in the ordinary course of business or (y)
obligations or liabilities incurred in connection with the sale, transfer or
other disposition of property in connection with the securitization or other
asset-based financing thereof; provided however that any such sale, transfer or
other disposition shall be for valid consideration and shall not be to prefer
directly or indirectly any holder of any other obligation or Indebtedness of the
Company or any Subsidiary of the Company as to any such other obligation or
Indebtedness that was already outstanding and did not previously benefit from a
Lien.



                                       5
<PAGE>   14

         "INDENTURE" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

         "INDEPENDENT PUBLIC ACCOUNTANTS" means accountants or a firm of
accountants that, with respect to the Company and any other obligor under the
Securities or the Coupons, are independent public accountants within the meaning
of the Securities Act and the rules and regulations promulgated by the
Commission thereunder, who may be the independent public accountants regularly
retained by the Company or who may be other independent public accountants. Such
accountants or firm shall be entitled to rely upon any Opinion of Counsel as to
the interpretation of any legal matters relating to this Indenture or
certificates required to be provided hereunder.

         "INDEXED SECURITY" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity, and premium, if any,
interest, if any, or any Additional Amounts thereon may be determined with
reference to an index, formula or other method or methods.

         "INTEREST," with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 10.4, includes such Additional
Amounts.

         "INTEREST PAYMENT DATE," with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.

         "INTEREST RATE AGREEMENT" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement designed to protect the party indicated therein against
fluctuations in interest rates.

         "JUDGMENT CURRENCY" has the meaning specified in Section 1.16.

         "LIEN" means, with respect to any asset, any pledge, mortgage, charge,
encumbrance or security interest in respect of such asset; provided that any
transaction (including, without limitation, any sale of accounts receivable)
which is treated as a sale of assets under GAAP shall be so treated and any
asset which is so sold shall not be deemed subject to a Lien. Pursuant to the
indenture, a contractual grant of a right of set-off does not create a Lien in
the absence of an agreement to maintain a balance against which such right may
be exercised.

         "MATURITY," with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.

         "NEW YORK BANKING DAY" has the meaning specified in Section 1.16.



                                       6
<PAGE>   15

         "OFFICE" OR "AGENCY," with respect to any Securities, means an office
or agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 10.2 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 10.2 or, to the
extent designated or required by Section 10.2 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

         "OFFICERS' CERTIFICATE" means a certificate signed by (a) (i) the
Chairman of the Board, a Vice Chairman, the President, the Treasurer or a Vice
President, and (ii) the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, or (b) by any two of the officers listed in
clause (i) that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means a Security issued pursuant to
this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration pursuant
to Section 5.2.

         "OUTSTANDING," when used with respect to any Securities, means, as of
the date of determination, all such Securities theretofore authenticated and
delivered under this Indenture, except:

                  a.       any such Security theretofore cancelled by the
                           Trustee or the Security Registrar or delivered to the
                           Trustee or the Security Registrar for cancellation;

                  b.       any such Security for whose payment at the Maturity
                           thereof money in the necessary amount has been
                           theretofore deposited pursuant hereto (other than
                           pursuant to Section 4.2) with the Trustee or any
                           Paying Agent (other than the Company) in trust or set
                           aside and segregated in trust by the Company (if the
                           Company shall act as its own Paying Agent) for the
                           Holders of such Securities and any Coupons
                           appertaining thereto, PROVIDED that, if such
                           Securities are to be redeemed, notice of such
                           redemption has been duly given pursuant to this
                           Indenture or provision therefor reasonably
                           satisfactory to the Trustee has been made;

                  c.       any such Security with respect to which the Company
                           has effected defeasance pursuant to the terms hereof,
                           except to the extent provided in Section 4.2;

                  d.       any such Security which has been paid pursuant to
                           Section 3.6 or in exchange for or in lieu of which
                           other Securities have been authenticated and
                           delivered pursuant to this Indenture, unless there
                           shall have been presented to the Trustee proof
                           reasonably satisfactory to it that such




                                       7
<PAGE>   16

                           Security is held by a bona fide purchaser in whose
                           hands such Security is a valid obligation of the
                           Company; and

                  e.       any such Security converted or exchanged as
                           contemplated by this Indenture into Common Stock of
                           the Company or other securities, if the terms of such
                           Security provide for such conversion or exchange
                           pursuant to Section 3.1;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor, shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which shall
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee (A) the pledgee's right so to act
with respect to such Securities and (B) that the pledgee is not the Company or
any other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Company or such other obligor.

         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

         "PERSON" means any individual, Corporation, partnership, joint venture,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

         "PLACE OF PAYMENT," with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to
this Indenture or such Security.



                                       8
<PAGE>   17

         "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

         "REDEMPTION DATE," with respect to any Security or portion thereof to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Security.

         "REDEMPTION PRICE," with respect to any Security or portion thereof to
be redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.

         "REGISTERED SECURITY" means any Security established pursuant to
Section 2.1 which is registered in a Security Register.

         "REGULAR RECORD DATE" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any, specified
in or pursuant to this Indenture or such Security as the "Regular Record Date".

         "REQUIRED CURRENCY" has the meaning specified in Section 1.16.

         "RESPONSIBLE OFFICER" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

         "RESTRICTED SUBSIDIARY" means, at any time, each and every Subsidiary
at least 80% (by number of votes) of the Voting Stock of which is legally and
beneficially owned by the Company and its Wholly-Owned Restricted Subsidiaries
at such time.

         "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

         "SECURITIES EXCHANGE ACT" means the U.S. Securities Exchange Act of
1934, as amended.

         "SECURITY" OR "SECURITIES" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case may
be, authenticated and delivered under this Indenture; PROVIDED, HOWEVER, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.



                                       9
<PAGE>   18

         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.5.

         "SENIOR INDEBTEDNESS" means, with respect to the Securities of any
particular series, all Indebtedness of the Company outstanding at any time,
except (a) the Securities of such series, (b) Indebtedness as to which, by the
terms of the instrument creating or evidencing the same, it is provided that
such Indebtedness is subordinated to or PARI PASSU with the Securities of such
series, (c) Indebtedness of the Company to an Affiliate of the Company, (d)
interest accruing after the filing of a petition initiating any proceeding
referred to in Section 5.1(7) or 5.1(8) unless such interest is an allowed claim
enforceable against the Company in a proceeding under federal or state
bankruptcy laws and (e) trade accounts payable.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on any
Registered Security means a date fixed by the Company pursuant to Section 3.7.

         "STATED MATURITY," with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto or any other Indebtedness, means the date established by or pursuant to
this Indenture or such Security or other Indebtedness as the fixed date on which
the principal of such Security or such installment of principal or principal or
interest or other Indebtedness is, or such Additional Amounts are, due and
payable.

         "SUBSIDIARY" means any Corporation, association or other business
entity of which at the time of determination the Company or one or more
Subsidiaries owns or controls more than 50% of the shares of Voting Stock.

         "TRUST INDENTURE ACT" means the U.S. Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall mean each Person
who is then a Trustee hereunder; PROVIDED, HOWEVER, that if at any time there is
more than one such Person, "Trustee" shall mean each such Person and as used
with respect to the Securities of any series shall mean the Trustee with respect
to the Securities of such series.

         "UNITED STATES," except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

         "UNITED STATES ALIEN", except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign Corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal




                                       10
<PAGE>   19

income tax purposes, a foreign Corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

         "U.S. DEPOSITORY" OR "DEPOSITORY," means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act
and, if so provided with respect to any Security, any successor to such Person.
If at any time there is more than one such Person, "U.S. Depository" or
"Depository" shall mean, with respect to any Securities, the qualifying entity
which has been appointed with respect to such Securities.

         "VICE PRESIDENT," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "Vice President".

         "VOTING STOCK" means stock which ordinarily has voting power for the
election of directors, managers or trustees, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.

         "WHOLLY-OWNED RESTRICTED SUBSIDIARY" means, at any time, any Restricted
Subsidiary 100% of all of the equity interests (except directors' qualifying
shares) and voting interests of which are owned by any one or more of the
Company and the Company's other Wholly-Owned Restricted Subsidiaries at such
time.

         Section 1.2. COMPLIANCE CERTIFICATES AND OPINIONS.

         Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that each individual signing such a
         certificate or opinion has read such condition or covenant and the
         definitions herein relating thereto;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;



                                       11
<PAGE>   20

                  (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such condition
         or covenant has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

         Section 1.3. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, PROVIDED
that such officer, after reasonable inquiry, has no reason to believe, and does
not believe, that the Opinion of Counsel with respect to the matters upon which
his certificate or opinion is based is erroneous. Any such Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company provided that such counsel, after reasonable inquiry, has no
reason to believe, and does not believe, that the certificate or opinion or
representations with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any Security, they may, but need not, be
consolidated and form one instrument.

         Section 1.4. ACTS OF HOLDERS.

                  (1) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by or pursuant to this Indenture to be
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. If, but only if, Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
15, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments




                                       12
<PAGE>   21

or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and
the Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 15.6.

         Without limiting the generality of this Section 1.4, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a U.S. Depository
that is a Holder of a global Security, may make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a U.S. Depository that is a
Holder of a global Security may provide its proxy or proxies to the beneficial
owners of interests in any such global Security through such U.S. Depository's
standing instructions and customary practices.

         The Company shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository entitled under the procedures of such U.S. Depository
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture to be made, given or taken by Holders.
If such a record date is fixed, the Holders on such record date or their duly
appointed proxy or proxies, and only such Persons, shall be entitled to make,
give or take such request, demand, authorization, direction, notice, consent,
waiver or other Act, whether or not such Holders remain Holders after such
record date. No such request, demand, authorization, direction, notice, consent,
waiver or other Act shall be valid or effective if made, given or taken more
than 90 days after such record date.

                  (2) The fact and date of the execution by any Person of any
such instrument or writing referred to in this Section 1.4 may be proved in any
reasonable manner; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

                  (3) The ownership, principal amount and serial numbers of
Registered Securities held by any Person, and the date of the commencement and
the date of the termination of holding the same, shall be proved by the Security
Register.

                  (4) The ownership, principal amount and serial numbers of
Bearer Securities held by any Person, and the date of the commencement and the
date of the termination of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Company and the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(a) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (b)



                                       13
<PAGE>   22

such Bearer Security is produced to the Trustee by some other Person, or (c)
such Bearer Security is surrendered in exchange for a Registered Security, or
(d) such Bearer Security is no longer Outstanding. The ownership, principal
amount and serial numbers of Bearer Securities held by the Person so executing
such instrument or writing and the date of the commencement and the date of the
termination of holding the same may also be proved in any other manner which the
Company and the Trustee deem sufficient.

                  (5) If the Company shall solicit from the Holders of any
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may at its option (but is not
obligated to), by Board Resolution, fix in advance a record date for the
determination of Holders of Registered Securities entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act. If such
a record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of Registered Securities of record at the close of business on
such record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that
no such authorization, agreement or consent by the Holders of Registered
Securities shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.

                  (6) Any request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Company in reliance thereon, whether or not
notation of such Act is made upon such Security.

         Section 1.5. NOTICES, ETC. TO TRUSTEE AND COMPANY.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         or

                  (2) the Company by the Trustee or any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to the attention of its Treasurer at
         the address of its principal office specified in the first paragraph of
         this instrument or at any other address previously furnished in writing
         to the Trustee by the Company.



                                       14
<PAGE>   23

         Section 1.6. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

         Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

                  (1) such notice shall be sufficiently given to Holders of
         Registered Securities if in writing and mailed, first-class postage
         prepaid, to each Holder of a Registered Security affected by such
         event, at his address as it appears in the Security Register, not later
         than the latest date, and not earlier than the earliest date,
         prescribed for the giving of such notice; and

                  (2) such notice shall be sufficiently given to Holders of
         Bearer Securities, if any, if published in an Authorized Newspaper in
         The City of New York and, if such Securities are then listed on any
         stock exchange outside the United States, in an Authorized Newspaper in
         such city as the Company shall advise the Trustee that such stock
         exchange so requires, on a Business Day at least twice, the first such
         publication to be not earlier than the earliest date and the second
         such publication not later than the latest date prescribed for the
         giving of such notice.

         In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification shall be made by overnight courier.

         In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         Section 1.7. LANGUAGE OF NOTICES.

         Any request, demand, authorization, direction, notice, consent,
election or waiver required or permitted under this Indenture shall be in the
English language, except that, if the



                                       15
<PAGE>   24

Company so elects, any published notice may be in an official language of the
country of publication.

         Section 1.8. CONFLICT WITH TRUST INDENTURE ACT.

         If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

         Section 1.9. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

         Section 1.10. SUCCESSORS AND ASSIGNS.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

         Section 1.11. SEPARABILITY CLAUSE.

         In case any provision in this Indenture, any Security or any Coupon
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

         Section 1.12. BENEFITS OF INDENTURE.

         Nothing in this Indenture, any Security or any Coupon, express or
implied, shall give to any Person, other than the parties hereto and holders of
Senior Indebtedness, any Security Registrar, any Paying Agent and any
Authenticating Agent and their respective successors hereunder and the Holders
of Securities or Coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

         Section 1.13. GOVERNING LAW.

         This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said
state.

         Section 1.14. BUSINESS DAY CONVENTION.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or exchangeable,
shall be a day that is not a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that specifically states
that such provision shall apply in lieu hereof) payment need not be made at such
Place of Payment on such date, and such Securities




                                       16
<PAGE>   25

need not be converted or exchanged on such date but such payment may be made,
and such Securities may be converted or exchanged, on the next succeeding day
that is a Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or at the Stated Maturity or Maturity or
on such last day for conversion or exchange, and no interest shall accrue on the
amount payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, or Maturity or last day for conversion
or exchange, as the case may be, to such next succeeding Business Day.

         Section 1.15. COUNTERPARTS.

         This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

         Section 1.16. JUDGMENT CURRENCY.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the requisite amount of the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with clause (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "New York Banking
Day" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to be closed.

         Section 1.17. NO SECURITY INTEREST CREATED.

         Nothing in this Indenture or in any Securities, express or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

         Section 1.18. LIMITATION ON INDIVIDUAL LIABILITY.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future,



                                       17
<PAGE>   26

of the Company, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers or directors, as such, of the Company, or
any of them, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, shareholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any Security or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Security.

                                   ARTICLE 2

                                SECURITIES FORMS

         Section 2.1. FORMS GENERALLY.

         Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or pursuant
to this Indenture or any indenture supplemental hereto and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

         Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of the Company executing such
Securities or Coupons, as evidenced by their execution of such Securities or
Coupons.

         Section 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         Subject to Section 6.11, the Trustee's certificate of authentication
shall be in substantially the following form:

                   This is one of the Securities of the series designated
         therein referred to in the within-mentioned Indenture.



                                            THE BANK OF NEW YORK,
                                                 as Trustee

                                            By
                                               ---------------------------------
                                                     Authorized Officer


                                       18
<PAGE>   27

         Section 2.3. SECURITIES IN GLOBAL FORM.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect
thereto. Subject to the provisions of Section 3.3 and, if applicable, Section
3.4, the Trustee shall deliver and redeliver, in each case at the Company's
expense, any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officers' Certificate and need not be
accompanied by an Opinion of Counsel.

         Notwithstanding the provisions of Section 3.7, unless otherwise
specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, and any Additional Amounts in respect
of, any Security in temporary or permanent global form shall be made to the
Person or Persons specified therein.

         Notwithstanding the provisions of Section 3.8 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
or the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security (i) in the case of a global Security
in registered form, the Holder of such global Security in registered form, or
(ii) in the case of a global Security in bearer form, the Person or Persons
specified pursuant to Section 3.1.




                                       19
<PAGE>   28

                                   ARTICLE 3

                                 THE SECURITIES

         Section 3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series. The Securities of each series shall be subordinated in right
of payment to all Senior Indebtedness with respect to such series as provided in
Article 16.

         With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution and
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto,

                  (1) the title of such Securities and the series in which such
         Securities shall be included;

                  (2) any limit upon the aggregate principal amount of the
         Securities of such title or the Securities of such series which may be
         authenticated and delivered under this Indenture (except for Securities
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Securities of such series pursuant
         to Section 3.4, 3.5, 3.6, 9.5 or 11.7, upon repayment in part of any
         Registered Security of such series pursuant to Article 13, upon
         surrender in part of any Registered Security for conversion into Common
         Stock of the Company or exchange for other securities pursuant to its
         terms, or pursuant to or as contemplated by the terms of such
         Securities);

                  (3) if such Securities are to be issuable as Registered
         Securities, as Bearer Securities or alternatively as Bearer Securities
         and Registered Securities, and whether the Bearer Securities are to be
         issuable with Coupons, without Coupons or both, and any restrictions
         applicable to the offer, sale or delivery of the Bearer Securities and
         the terms, if any, upon which Bearer Securities may be exchanged for
         Registered Securities and vice versa;

                  (4) if any of such Securities are to be issuable in global
         form, when any of such Securities are to be issuable in global form and
         (i) whether such Securities are to be issued in temporary or permanent
         global form or both, (ii) whether beneficial owners of interests in any
         such global Security may exchange such interests for Securities of the
         same series and of like tenor and of any authorized form and
         denomination, and the circumstances under which any such exchanges may
         occur, if other than in the manner specified in Section 3.5, and (iii)
         the name of the Depository or the U.S. Depository, as the case may be,
         with respect to any such global Security;

                  (5) if any of such Securities are to be issuable as Bearer
         Securities or in global form, the date as of which any such Bearer
         Security or global Security shall be dated (if other than the date of
         original issuance of the first of such Securities to be issued);




                                       20
<PAGE>   29

                  (6) if any of such Securities are to be issuable as Bearer
         Securities, whether interest in respect of any portion of a temporary
         Bearer Security in global form payable in respect of an Interest
         Payment Date therefor prior to the exchange, if any, of such temporary
         Bearer Security for definitive Securities shall be paid to any clearing
         organization with respect to the portion of such temporary Bearer
         Security held for its account and, in such event, the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date;

                  (7) the date or dates, or the method or methods, if any, by
         which such date or dates shall be determined, on which the principal of
         and premium, if any, on such Securities is payable;

                  (8) the rate or rates at which such Securities shall bear
         interest, if any, or the method or methods, if any, by which such rate
         or rates are to be determined, the date or dates, if any, from which
         such interest shall accrue or the method or methods, if any, by which
         such date or dates are to be determined, the Interest Payment Dates, if
         any, on which such interest shall be payable and the Regular Record
         Date, if any, for the interest payable on Registered Securities on any
         Interest Payment Date, whether and under what circumstances Additional
         Amounts on such Securities or any of them shall be payable, the notice,
         if any, to Holders regarding the determination of interest on a
         floating rate Security and the manner of giving such notice, and the
         basis upon which interest shall be calculated if other than that of a
         360-day year of twelve 30-day months;

                  (9) if in addition to or other than the Borough of Manhattan,
         The City of New York, the place or places where the principal of, any
         premium and interest on or any Additional Amounts with respect to such
         Securities shall be payable, any of such Securities that are Registered
         Securities may be surrendered for registration of transfer or exchange,
         any of such Securities may be surrendered for conversion or exchange
         and notices or demands to or upon the Company in respect of such
         Securities and this Indenture may be served, the extent to which, or
         the manner in which, any interest payment or Additional Amounts on a
         global Security on an Interest Payment Date, will be paid and the
         manner in which any principal of or premium, if any, on any global
         Security will be paid;

                  (10) whether any of such Securities are to be redeemable at
         the option of the Company and, if so, the date or dates on which, the
         period or periods within which, the price or prices at which and the
         other terms and conditions upon which such Securities may be redeemed,
         in whole or in part, at the option of the Company;

                  (11) whether the Company is obligated to redeem or purchase
         any of such Securities pursuant to any sinking fund or analogous
         provision or at the option of any Holder thereof and, if so, the date
         or dates on which, the period or periods within which, the price or
         prices at which and the other terms and conditions upon which such
         Securities shall be redeemed or purchased, in whole or in part,
         pursuant to such obligation, and any provisions for the remarketing of
         such Securities so redeemed or purchased;




                                       21
<PAGE>   30

                  (12) the denominations in which any of such Securities that
         are Registered Securities shall be issuable if other than denominations
         of $1,000 and any integral multiple thereof, and the denominations in
         which any of such Securities that are Bearer Securities shall be
         issuable if other than the denomination of $5,000;

                  (13) whether the Securities of the series will be convertible
         into shares of Common Stock of the Company and/or exchangeable for
         other securities, whether or not issued by the Company, and, if so, the
         terms and conditions upon which such Securities will be so convertible
         or exchangeable, and any deletions from or modifications or additions
         to this Indenture to permit or to facilitate the issuance of such
         convertible or exchangeable Securities or the administration thereof;

                  (14) if other than the principal amount thereof, the portion
         of the principal amount of any of such Securities that shall be payable
         upon declaration of acceleration of the Maturity thereof pursuant to
         Section 5.2 or the method by which such portion is to be determined;

                  (15) if other than Dollars, the Foreign Currency in which
         payment of the principal of, any premium or interest on or any
         Additional Amounts with respect to any of such Securities shall be
         payable;

                  (16) if the principal of, any premium or interest on or any
         Additional Amounts with respect to any of such Securities are to be
         payable, at the election of the Company or a Holder thereof or
         otherwise, in Dollars or in a Foreign Currency other than that in which
         such Securities are stated to be payable, the date or dates on which,
         the period or periods within which, and the other terms and conditions
         upon which, such election may be made, and the time and manner of
         determining the exchange rate between the Currency in which such
         Securities are stated to be payable and the Currency in which such
         Securities or any of them are to be paid pursuant to such election, and
         any deletions from or modifications of or additions to the terms of
         this Indenture to provide for or to facilitate the issuance of
         Securities denominated or payable, at the election of the Company or a
         Holder thereof or otherwise, in a Foreign Currency;

                  (17) whether the amount of payments of principal of, any
         premium or interest on or any Additional Amounts with respect to such
         Securities may be determined with reference to an index, formula or
         other method or methods (which index, formula or method or methods may
         be based, without limitation, on Dollars, one or more Foreign
         Currencies, commodities, equity securities, equity indices or other
         indices), and, if so, the terms and conditions upon which and the
         manner in which such amounts shall be determined and paid or payable;

                  (18) the relative degree, if any, to which Securities of such
         series shall be senior to or be subordinated to other series of
         Securities or other Indebtedness of the Company in right of payment,
         whether such other series of Securities or other Indebtedness is
         outstanding or not;



                                       22
<PAGE>   31

                  (19) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company with respect to any of
         such Securities, whether or not such Events of Default or covenants are
         consistent with the Events of Default or covenants set forth herein;

                  (20) whether either or both of Section 4.2(2) relating to
         defeasance or Section 4.2(3) relating to covenant defeasance shall not
         be applicable to the Securities of such series, or any covenants in
         addition to those specified in Section 4.2(3) relating to the
         Securities of such series shall be subject to covenant defeasance, and
         any deletions from, or modifications or additions to, the provisions of
         Article 4 in respect of the Securities of such series;

                  (21) whether any of such Securities are to be issuable upon
         the exercise of warrants, and the time, manner and place for such
         Securities to be authenticated and delivered;

                  (22) if any of such Securities are to be issuable in global
         form and are to be issuable in definitive form (whether upon original
         issue or upon exchange of a temporary Security) only upon receipt of
         certain certificates or other documents or satisfaction of other
         conditions, then the form and terms of such certificates, documents or
         conditions;

                  (23) if there is more than one Trustee, the identity of the
         Trustee and, if not the Trustee, the identity of each Security
         Registrar, Paying Agent or Authenticating Agent with respect to such
         Securities; and

                  (24) any other terms of such Securities and any other
         deletions from or modifications or additions to this Indenture in
         respect of such Securities.

         All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officers' Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officers' Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officers' Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

         If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series.




                                       23
<PAGE>   32

         Section 3.2. CURRENCY; DENOMINATIONS.

         Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided
in or pursuant to this Indenture, Registered Securities denominated in Dollars
shall be issuable in registered form without Coupons in denominations of $1,000
and any integral multiple thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $5,000. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.

         Section 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         Securities shall be executed on behalf of the Company by its Chairman
of the Board, one of its Vice Chairmen, its President, its Treasurer or one of
its Vice Presidents under its corporate seal reproduced thereon and attested by
any one of such officers (other than the officer executing such Securities), its
Secretary or one of its Assistant Secretaries. Coupons shall be executed on
behalf of the Company by the Treasurer or any Assistant Treasurer of the
Company. The signature of any of these officers on the Securities or any Coupons
appertaining thereto may be manual or facsimile.

         Securities and any Coupons appertaining thereto bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Securities and Coupons or did not hold such offices at the date
of original issuance of such Securities or Coupons.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and, provided that the Board Resolution and Officers' Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 3.1 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order and subject to the provisions hereof and of such Securities
shall authenticate and deliver, or make available for delivery, such Securities.
In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities and any Coupons appertaining
thereto, the Trustee shall be entitled to receive, and (subject to Sections
315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in
relying upon,

                  (1) an Opinion of Counsel to the effect that:

                  (a) the form or forms and terms of such Securities and
         Coupons, if any, have been established in conformity with the
         provisions of this Indenture;

                  (b) all conditions precedent to the authentication and
         delivery of such Securities and Coupons, if any, appertaining thereto,
         have been complied with and that such Securities and Coupons, when
         completed by appropriate insertions, executed under the Company's
         corporate seal and attested by duly authorized officers of the Company,




                                       24
<PAGE>   33

         delivered by duly authorized officers of the Company to the Trustee for
         authentication pursuant to this Indenture, and authenticated and
         delivered by the Trustee and issued by the Company in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         constitute legally valid and binding obligations of the Company,
         enforceable against the Company in accordance with their terms, except
         as enforcement thereof may be subject to or limited by bankruptcy,
         insolvency, reorganization, moratorium, arrangement, fraudulent
         conveyance, fraudulent transfer or other similar laws relating to or
         affecting creditors' rights generally, and subject to general
         principles of equity (regardless of whether enforcement is sought in a
         proceeding in equity or at law) and will entitle the Holders thereof to
         the benefits of this Indenture; such Opinion of Counsel need express no
         opinion as to the availability of equitable remedies;

                  (c) all laws and requirements in respect of the execution and
         delivery by the Company of such Securities and Coupons, if any, have
         been complied with; and

                  (d) this Indenture has been qualified under the Trust
         Indenture Act; and

                 (2) an Officers' Certificate stating that all conditions
         precedent to the execution, authentication and delivery of such
         Securities and Coupons, if any, appertaining thereto, have been
         complied with and that, to the best knowledge of the Persons executing
         such certificate, no event which is, or after notice or lapse of time
         would become, an Event of Default with respect to any of the Securities
         shall have occurred and be continuing.

         If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before the
time of issuance of the first Security of such series. After any such first
delivery, any separate written request by an Authorized Officer of the Company
that the Trustee authenticate and deliver Securities of such series for original
issue will be deemed to be a certification by the Company that all conditions
precedent provided for in this Indenture relating to authentication and delivery
of such Securities continue to have been complied with.

         The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

         Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to this Indenture.

         No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 2.2 or 6.11 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of




                                       25
<PAGE>   34

its authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.

         Section 3.4. TEMPORARY SECURITIES.

         Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

         Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Company shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder thereof. Upon
surrender for cancellation of any one or more temporary Securities (accompanied
by any unmatured Coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; PROVIDED, HOWEVER, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
shall be delivered in exchange for a temporary Registered Security; and
PROVIDED, FURTHER, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in or pursuant to this Indenture. Unless otherwise provided in or
pursuant to this Indenture with respect to a temporary global Security, until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

         Section 3.5. REGISTRATION, TRANSFER AND EXCHANGE.

         With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; PROVIDED
that no such removal or



                                       26
<PAGE>   35

replacement shall be effective until a successor Security Registrar with respect
to such series of Securities shall have been appointed by the Company and shall
have accepted such appointment by the Company. In the event that the Trustee
shall not be or shall cease to be Security Registrar with respect to a series of
Securities, it shall have the right to examine the Security Register for such
series at all reasonable times. There shall be only one Security Register for
each series of Securities.

         Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series denominated as authorized in or pursuant to this Indenture, of a
like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

         At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

         If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of such
series may be exchanged for Registered Securities of such series containing
identical terms, denominated as authorized in or pursuant to this Indenture and
in the same aggregate principal amount, upon surrender of the Bearer Securities
to be exchanged at any Office or Agency for such series, with all unmatured
Coupons and all matured Coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured Coupon or Coupons
or matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
PROVIDED, HOWEVER, that, except as otherwise provided in Section 10.2, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency on (i) any Regular Record Date and before the opening of
business at such Office or Agency on the next succeeding Interest Payment Date,
or (ii) any Special Record Date and before the opening of business at such
Office or Agency on the related date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if
such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security),



                                       27
<PAGE>   36

and interest or Defaulted Interest, as the case may be, shall not be payable on
such Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but shall be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.

         If provided in or pursuant to this Indenture with respect to Securities
of any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.

         Whenever any Securities are surrendered for exchange as contemplated by
the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depository is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is not
appointed by the Company within 90 days of the date the Company is so informed
in writing, (ii) the Company executes and delivers to the Trustee a Company
Order to the effect that such global Security shall be so exchangeable, or (iii)
an Event of Default has occurred and is continuing with respect to the
Securities. If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities as the result of
an event described in clause (i), (ii) or (iii) of the preceding sentence, then
without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in such form and denominations as are required by
or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such global Security shall be surrendered
from time to time by the U.S. Depository or such other Depository as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officers' Certificate or be accompanied
by an Opinion of Counsel), as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered global Security, a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be exchanged, which (unless such Securities are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive
Securities exchanged for the global Security shall be issuable only in the form
in which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; PROVIDED, HOWEVER, that no
such



                                       28
<PAGE>   37

exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities of the same series to be redeemed and ending
on the relevant Redemption Date; and PROVIDED, FURTHER, that (unless otherwise
provided in or pursuant to this Indenture) no Bearer Security delivered in
exchange for a portion of a global Security shall be mailed or otherwise
delivered to any location in the United States. Promptly following any such
exchange in part, such global Security shall be returned by the Trustee to such
Depository or the U.S. Depository, as the case may be, or such other Depository
or U.S. Depository referred to above in accordance with the instructions of the
Company referred to above. If a Registered Security is issued in exchange for
any portion of a global Security after the close of business at the Office or
Agency for such Security where such exchange occurs on or after (i) any Regular
Record Date for such Security and before the opening of business at such Office
or Agency on the next succeeding Interest Payment Date, or (ii) any Special
Record Date for such Security and before the opening of business at such Office
or Agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but shall be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such global Security shall be payable in
accordance with the provisions of this Indenture.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company evidencing the same
debt and entitling the Holders thereof to the same benefits under this Indenture
as the Securities surrendered upon such registration of transfer or exchange.

         Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security duly executed by the Holder thereof or his
attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge.

         Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or exchange
any Securities during a period beginning at the opening of business 15 days
before the day of mailing of any notice of redemption of Securities of like
tenor and the same series under Section 11.3 and ending at the close of business
on the day of such selection, (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, (iii) to exchange any Bearer Security so selected for redemption
except, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and the
same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been



                                       29
<PAGE>   38

surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

         Section 3.6. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

         If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 3.6, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

         If there be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Coupon,
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security or Coupon has been acquired by a
bona fide purchaser, the Company shall execute and, upon the Company's request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen Coupon appertains with all
appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons appertaining thereto
corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains.

         Notwithstanding the foregoing provisions of this Section 3.6, in case
any mutilated, destroyed, lost or stolen Security or Coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security or Coupon; PROVIDED, HOWEVER, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 10.2, be payable only at an Office or Agency for such Securities located
outside the United States and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the Coupons appertaining thereto.

         Upon the issuance of any new Security under this Section 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security, with any Coupons appertaining thereto issued
pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen Coupon
appertains shall constitute a separate obligation of the Company, whether or not
the destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.



                                       30
<PAGE>   39

         The provisions of this Section 3.6, as amended or supplemented pursuant
to this Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons.

         Section 3.7. PAYMENT OF INTEREST AND CERTAIN ADDITIONAL AMOUNTS; RIGHTS
                      TO INTEREST AND CERTAIN ADDITIONAL AMOUNTS PRESERVED.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered as of the close of
business on the Regular Record Date for such interest.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for,
on any Interest Payment Date for such Registered Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Person in whose name such Registered Security (or a
         Predecessor Security thereof) shall be registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed by the Company in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on such Registered Security, the
         Special Record Date therefor and the date of the proposed payment, and
         at the same time the Company shall deposit with the Trustee an amount
         of money equal to the aggregate amount proposed to be paid in respect
         of such Defaulted Interest or shall make arrangements satisfactory to
         the Trustee for such deposit on or prior to the date of the proposed
         payment, such money when so deposited to be held in trust for the
         benefit of the Person entitled to such Defaulted Interest as in this
         clause provided. The Special Record Date for the payment of such
         Defaulted Interest shall be not more than 15 days and not less than 10
         days prior to the date of the proposed payment and not less than 10
         days after notification to the Trustee of the proposed payment. The
         Trustee shall, in the name and at the expense of the Company, cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to the Holder of such Registered Security (or a Predecessor Security
         thereof) at his address as it appears in the Security Register not less
         than 10 days prior to such Special Record Date. The Trustee shall, in
         the name and at the expense of the Company, cause a similar notice to
         be published at least once in an Authorized Newspaper of general
         circulation in the Borough of Manhattan, The City of New York, but such
         publication shall not be a condition precedent to the establishment of
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been
         mailed as aforesaid, such Defaulted Interest shall be paid to the
         Person in whose name such Registered Security (or a



                                       31
<PAGE>   40

         Predecessor Security thereof) shall be registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2).

                  (2) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which such Security may be listed, and upon such
         notice as may be required by such exchange, if, after notice given by
         the Company to the Trustee of the proposed payment pursuant to this
         clause, such payment shall be deemed practicable by the Trustee.

         Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Registered Securities that
bear interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
transfer to an account maintained by the payee with a bank located in the United
States.

         Subject to the foregoing provisions of this Section and Section 3.5,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

         In the case of any Registered Security of any series that is
convertible into shares of Common Stock or exchangeable for other securities,
which Registered Security is converted or exchanged after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted or exchanged, interest with
respect to which the Stated Maturity is after the date of conversion or exchange
of such Registered Security shall not be payable.

         Section 3.8. PERSONS DEEMED OWNERS.

         Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in the
Security Register as the owner of such Registered Security for the purpose of
receiving payment of principal of, any premium and (subject to Sections 3.5 and
3.7) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security



                                       32
<PAGE>   41

or Coupon for the purpose of receiving payment thereof or on account thereof and
for all other purposes whatsoever, whether or not any payment with respect to
such Security or Coupon shall be overdue, and none of the Company, the Trustee
or any agent of the Company or the Trustee shall be affected by notice to the
contrary.

         No Holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such global
Security for all purposes whatsoever. None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

         Section 3.9. CANCELLATION.

         All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by or pursuant to this Indenture. All cancelled Securities and Coupons held by
the Trustee shall be disposed of by the Trustee in its customary manner, unless
by a Company Order the Company directs their return to it.

         Section 3.10. COMPUTATION OF INTEREST.

         Except as otherwise provided in or pursuant to this Indenture or in any
Security, interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

         Section 3.11. CUSIP NUMBERS.

         The Company in issuing Securities may obtain CUSIP numbers (if then
generally in use) or other identifying numbers, and, if so obtained, the Trustee
shall use such numbers in notices of redemption as a convenience to Holders;
PROVIDED that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP or other identifying
numbers.




                                       33
<PAGE>   42

                                   ARTICLE 4

                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 4.1. SATISFACTION AND DISCHARGE.

         Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when

         (1) either

                  (a) all Securities of such series theretofore authenticated
         and delivered and all Coupons appertaining thereto (other than (i)
         Coupons appertaining to Bearer Securities of such series surrendered in
         exchange for Registered Securities of such series and maturing after
         such exchange whose surrender is not required or has been waived as
         provided in Section 3.5, (ii) Securities and Coupons of such series
         which have been destroyed, lost or stolen and which have been replaced
         or paid as provided in Section 3.6, (iii) Coupons appertaining to
         Securities of such series called for redemption and maturing after the
         relevant Redemption Date whose surrender has been waived as provided in
         Section 11.7, and (iv) Securities and Coupons of such series for whose
         payment money has theretofore been deposited in trust or segregated and
         held in trust by the Company and thereafter repaid to the Company or
         discharged from such trust, as provided in Section 10.3) have been
         delivered to the Trustee for cancellation; or

                  (b) all Securities of such series and, in the case of (i) or
         (ii) below, any Coupons appertaining thereto not theretofore delivered
         to the Trustee for cancellation

                           (i) have become due and payable,

                           (ii) will become due and payable at their Stated
                  Maturity within one year, or

                           (iii) if redeemable at the option of the Company, are
                  to be called for redemption within one year under arrangements
                  satisfactory to the Trustee for the giving of notice of
                  redemption by the Trustee in the name, and at the expense, of
                  the Company,

         and the Company, in the case of (i), (ii) or (iii) above, has deposited
         or caused to be deposited with the Trustee as trust funds in trust for
         such purpose, money in the Currency in which such Securities are
         payable in an amount sufficient to pay and discharge the entire
         indebtedness on such Securities and any Coupons appertaining thereto
         not theretofore delivered to the Trustee for cancellation, including
         the principal of, any premium and interest on, and any Additional
         Amounts with respect to such Securities and any Coupons appertaining
         thereto, to the date of such deposit (in the case of Securities which
         have become due and payable) or to the Maturity thereof, as the case
         may be;





                                       34
<PAGE>   43

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company with respect to the Outstanding
         Securities of such series and any Coupons appertaining thereto; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture as to such series have been complied with.

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 6.6 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations
of the Company and the Trustee with respect to the Securities of such series
under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of
Additional Amounts, if any, with respect to such Securities as contemplated by
Section 10.4 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 4.1(1)(b)), and with respect to any
rights to convert or exchange such Securities into Common Stock or other
securities shall survive.

         Section 4.2. DEFEASANCE AND COVENANT DEFEASANCE.

                  (1) Unless pursuant to Section 3.1, either or both of (i)
         defeasance of the Securities of or within a series under clause (2) of
         this Section 4.2 shall not be applicable with respect to the Securities
         of such series or (ii) covenant defeasance of the Securities of or
         within a series under clause (3) of this Section 4.2 shall not be
         applicable with respect to the Securities of such series, then such
         provisions, together with the other provisions of this Section 4.2
         (with such modifications thereto as may be specified pursuant to
         Section 3.1 with respect to any Securities), shall be applicable to
         such Securities and any Coupons appertaining thereto, and the Company
         may at its option by Board Resolution, at any time, with respect to
         such Securities and any Coupons appertaining thereto, elect to have
         Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
         Securities and any Coupons appertaining thereto upon compliance with
         the conditions set forth below in this Section 4.2.

                  (2) Upon the Company's exercise of the above option applicable
         to this Section 4.2(2) with respect to any Securities of or within a
         series, the Company shall be deemed to have been discharged from its
         obligations with respect to such Outstanding Securities and any Coupons
         appertaining thereto on the date the conditions set forth in clause (4)
         of this Section 4.2 are satisfied (hereinafter, "defeasance"). For this
         purpose, such defeasance means that the Company shall be deemed to have
         paid and discharged the entire Indebtedness represented by such
         Outstanding Securities and any Coupons



                                       35
<PAGE>   44

         appertaining thereto, which shall thereafter be deemed to be
         "Outstanding" only for the purposes of clause (5) of this Section 4.2
         and the other Sections of this Indenture referred to in clauses (i) and
         (ii) below, and to have satisfied all of its other obligations under
         such Securities and any Coupons appertaining thereto and this Indenture
         insofar as such Securities and any Coupons appertaining thereto are
         concerned (and the Trustee, at the expense of the Company, shall
         execute proper instruments acknowledging the same), except for the
         following which shall survive until otherwise terminated or discharged
         hereunder: (i) the rights of Holders of such Outstanding Securities and
         any Coupons appertaining thereto to receive, solely from the trust fund
         described in clause (4) of this Section 4.2 and as more fully set forth
         in such clause, payments in respect of the principal of (and premium,
         if any) and interest, if any, on, and Additional Amounts, if any, with
         respect to, such Securities and any Coupons appertaining thereto when
         such payments are due, and any rights of such Holder to convert such
         Securities into Common Stock or exchange such Securities for other
         securities, (ii) the obligations of the Company and the Trustee with
         respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3 and
         with respect to the payment of Additional Amounts, if any, on such
         Securities as contemplated by Section 10.4 (but only to the extent that
         the Additional Amounts payable with respect to such Securities exceed
         the amount deposited in respect of such Additional Amounts pursuant to
         Section 4.2(4)(a) below), and with respect to any rights to convert
         such Securities into Common Stock or exchange such Securities for other
         securities, (iii) the rights, powers, trusts, duties and immunities of
         the Trustee hereunder and (iv) this Section 4.2. The Company may
         exercise its option under this Section 4.2(2) notwithstanding the prior
         exercise of its option under clause (3) of this Section 4.2 with
         respect to such Securities and any Coupons appertaining thereto.

                  (3) Upon the Company's exercise of the option to have this
         Section 4.2(3) apply with respect to any Securities of or within a
         series, the Company shall be released from its obligations under any
         covenant applicable to such Securities specified pursuant to Section
         3.1(20), with respect to such Outstanding Securities and any Coupons
         appertaining thereto on and after the date the conditions set forth in
         clause (4) of this Section 4.2 are satisfied (hereinafter, "covenant
         defeasance"), and such Securities and any Coupons appertaining thereto
         shall thereafter be deemed to be not "Outstanding" for the purposes of
         any direction, waiver, consent or declaration or Act of Holders (and
         the consequences of any thereof) in connection with any such covenant,
         but shall continue to be deemed "Outstanding" for all other purposes
         hereunder. For this purpose, such covenant defeasance means that, with
         respect to such Outstanding Securities and any Coupons appertaining
         thereto, the Company may omit to comply with, and shall have no
         liability in respect of, any term, condition or limitation set forth in
         any such Section or such other covenant, whether directly or
         indirectly, by reason of any reference elsewhere herein to any such
         Section or such other covenant or by reason of reference in any such
         Section or such other covenant to any other provision herein or in any
         other document and such omission to comply shall not constitute a
         default or an Event of Default under Section 5.1(4) or 5.1(9) or
         otherwise, as the case may be, but, except as specified above, the
         remainder of this Indenture and such Securities and Coupons
         appertaining thereto shall be unaffected thereby.




                                       36
<PAGE>   45

                  (4) The following shall be the conditions to application of
         clause (2) or (3) of this Section 4.2 to any Outstanding Securities of
         or within a series and any Coupons appertaining thereto:

                  (a) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 6.7 who shall agree to comply with the
         provisions of this Section 4.2 applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities and any Coupons appertaining thereto, (1) an
         amount in Dollars or in such Foreign Currency in which such Securities
         and any Coupons appertaining thereto are then specified as payable at
         Stated Maturity, or (2) Government Obligations applicable to such
         Securities and Coupons appertaining thereto (determined on the basis of
         the Currency in which such Securities and Coupons appertaining thereto
         are then specified as payable at Stated Maturity) which through the
         scheduled payment of principal and interest in respect thereof in
         accordance with their terms will provide, not later than one day before
         the due date of any payment of principal of (and premium, if any) and
         interest, if any, on such Securities and any Coupons appertaining
         thereto, money in an amount, or (3) a combination thereof, in any case,
         in an amount, sufficient, without consideration of any reinvestment of
         such principal and interest, in the opinion of a nationally recognized
         firm of independent public accountants expressed in a written
         certification thereof delivered to the Trustee, to pay and discharge,
         and which shall be applied by the Trustee (or other qualifying trustee)
         to pay and discharge, (y) the principal of (and premium, if any) and
         interest, if any, on such Outstanding Securities and any Coupons
         appertaining thereto at the Stated Maturity of such principal or
         installment of principal or premium or interest and (z) any mandatory
         sinking fund payments or analogous payments applicable to such
         Outstanding Securities and any Coupons appertaining thereto on the days
         on which such payments are due and payable in accordance with the terms
         of this Indenture and of such Securities and any Coupons appertaining
         thereto.

                  (b) Such defeasance or covenant defeasance shall not result in
         a breach or violation of, or constitute a default under, this Indenture
         or any other material agreement or instrument to which the Company is a
         party or by which it is bound.

                  (c) No Event of Default or event which with notice or lapse of
         time or both would become an Event of Default with respect to such
         Securities and any Coupons appertaining thereto shall have occurred and
         be continuing on the date of such deposit and, with respect to
         defeasance only, at any time during the period ending on the 123rd day
         after the date of such deposit (it being understood that this condition
         shall not be deemed satisfied until the expiration of such period).

                  (d) In the case of an election under clause (2) of this
         Section 4.2, the Company shall have delivered to the Trustee an Opinion
         of Counsel stating that (i) the Company has received from the Internal
         Revenue Service a letter ruling, or there has been published by the
         Internal Revenue Service a Revenue Ruling, or (ii) since the date of
         execution of this Indenture, there has been a change in the applicable
         Federal income tax law, in either case to the effect that, and based
         thereon such opinion shall confirm that,




                                       37
<PAGE>   46

         the Holders of such Outstanding Securities and any Coupons appertaining
         thereto will not recognize income, gain or loss for Federal income tax
         purposes as a result of such defeasance and will be subject to Federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such defeasance had not occurred.

                  (e) In the case of an election under clause (3) of this
         Section 4.2, the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that the Holders of such Outstanding
         Securities and any Coupons appertaining thereto will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such covenant defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such covenant defeasance had not occurred.

                  (f) The Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that, after the 123rd day after the date of
         deposit, all money and Government Obligations (or other property as may
         be provided pursuant to Section 3.1) (including the proceeds thereof)
         deposited or caused to be deposited with the Trustee (or other
         qualifying trustee) pursuant to this clause (4) to be held in trust
         will not be subject to any case or proceeding (whether voluntary or
         involuntary) in respect of the Company under any Federal or State
         bankruptcy, insolvency, reorganization or other similar law, or any
         decree or order for relief in respect of the Company issued in
         connection therewith.

                  (g) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance or covenant defeasance under
         clause (2) or (3) of this Section 4.2 (as the case may be) have been
         complied with.

                  (h) Notwithstanding any other provisions of this Section
         4.2(4), such defeasance or covenant defeasance shall be effected in
         compliance with any additional or substitute terms, conditions or
         limitations which may be imposed on the Company in connection therewith
         pursuant to Section 3.1.

                  (5) Unless otherwise specified in or pursuant to this
         Indenture or any Security, if, after a deposit referred to in Section
         4.2(4)(a) has been made, (a) the Holder of a Security in respect of
         which such deposit was made is entitled to, and does, elect pursuant to
         Section 3.1 or the terms of such Security to receive payment in a
         Currency other than that in which the deposit pursuant to Section
         4.2(4)(a) has been made in respect of such Security, or (b) a
         Conversion Event occurs in respect of the Foreign Currency in which the
         deposit pursuant to Section 4.2(4)(a) has been made, the indebtedness
         represented by such Security and any Coupons appertaining thereto shall
         be deemed to have been, and will be, fully discharged and satisfied
         through the payment of the principal of (and premium, if any), and
         interest, if any, on, and Additional Amounts, if any, with respect to,
         such Security as the same becomes due out of the proceeds yielded by
         converting (from time to time as specified below in the case of any
         such election) the amount or other property deposited in respect of
         such Security into the Currency in which such Security becomes payable
         as a result of such election or Conversion Event based on (x)



                                       38
<PAGE>   47

         in the case of payments made pursuant to clause (a) above, the
         applicable market exchange rate for such Currency in effect on the
         second Business Day prior to each payment date, or (y) with respect to
         a Conversion Event, the applicable market exchange rate for such
         Foreign Currency in effect (as nearly as feasible) at the time of the
         Conversion Event.

         The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 4.2(5) and Section 4.3, the
"Trustee") against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 4.2 or the
principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such
Outstanding Securities and any Coupons appertaining thereto.

         Anything in this Section 4.2 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (4) of this Section 4.2 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 4.2.

         Section 4.3. APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and any
Coupons appertaining thereto and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities and any
Coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional Amounts,
if any; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.

                                   ARTICLE 5

                                    REMEDIES

         Section 5.1. EVENTS OF DEFAULT.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the




                                       39
<PAGE>   48

supplemental indenture, Board Resolution or Officers' Certificate establishing
the terms of such Series pursuant to this Indenture:

                  (1) default in the payment of any interest on any Security of
         such series, or any Additional Amounts payable with respect thereto,
         when such interest becomes or such Additional Amounts become due and
         payable, and continuance of such default for a period of 30 days; or

                  (2) default in the payment of the principal of or any premium
         on any Security of such series or any Additional Amounts payable with
         respect thereto, when such principal or premium becomes or such
         Additional Amounts become due and payable at their Maturity; or

                  (3) default in the deposit of any sinking fund or analogous
         payment when and as due by the terms of a Security of such series; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture or the Securities (other than
         a covenant or warranty a default in the performance or the breach of
         which is elsewhere in this Section specifically dealt with or which has
         been expressly included in this Indenture solely for the benefit of a
         series of Securities other than such series), and continuance of such
         default or breach for a period of 60 days after there has been given,
         by registered or certified mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of such series, a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (5) there occurs with respect to any issue or issues of
         Indebtedness of the Company (including an Event of Default under any
         other series of Securities) or any of its Restricted Subsidiaries
         having an outstanding principal amount of $50,000,000 or more in the
         aggregate for all such issues of all such Persons, whether such
         Indebtedness exists on the date of this Indenture or shall hereafter be
         created, (a) an event of default that has caused the holder thereof to
         declare such Indebtedness to be due and payable prior to its stated
         maturity and such Indebtedness has not been discharged in full or such
         acceleration has not been rescinded or annulled within 30 days of such
         acceleration and/or (b) the failure to make a principal payment at the
         final (but not any interim) fixed maturity and such defaulted payment
         shall not have been made, waived or extended within 30 days of such
         payment default; or

                  (6) the Company or any of its Restricted Subsidiaries shall
         fail within 30 days to pay, bond or otherwise discharge uninsured
         judgments or court orders for the payment of money in excess of
         $50,000,000 in the aggregate, which are not stayed on appeal or are not
         otherwise being appropriately contested in good faith; or

                  (7) the entry by a court having competent jurisdiction of:

                  (a) a decree or order for relief in respect of the Company or
         any of its Restricted Subsidiaries in an involuntary proceeding under
         any applicable bankruptcy,



                                       40
<PAGE>   49

         insolvency, reorganization or other similar law and such decree or
         order shall remain unstayed and in effect for a period of 60
         consecutive days; or

                  (b) a decree or order adjudging the Company or any of its
         Restricted Subsidiaries to be insolvent, or approving a petition
         seeking reorganization, arrangement, adjustment or composition of the
         Company or any of its Restricted Subsidiaries and such decree or order
         shall remain unstayed and in effect for a period of 60 consecutive
         days; or

                  (c) a final and non-appealable order appointing a custodian,
         receiver, liquidator, assignee, trustee or other similar official of
         the Company or any of its Restricted Subsidiaries or of any substantial
         part of the property of the Company or any of its Restricted
         Subsidiaries, as the case may be, or ordering the winding up or
         liquidation of the affairs of the Company or any of its Restricted
         Subsidiaries; or

                  (8) the commencement by the Company or any of its Restricted
         Subsidiaries of a voluntary proceeding under any applicable bankruptcy,
         insolvency, reorganization or other similar law or of a voluntary
         proceeding seeking to be adjudicated insolvent or the consent by the
         Company or any of its Restricted Subsidiaries to the entry of a decree
         or order for relief in an involuntary proceeding under any applicable
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any insolvency proceedings against it, or the filing by
         the Company or any of its Restricted Subsidiaries of a petition or
         answer or consent seeking reorganization, arrangement, adjustment or
         composition of the Company or any of its Restricted Subsidiaries or
         relief under any applicable law, or the consent by the Company or any
         of its Restricted Subsidiaries to the filing of such petition or to the
         appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee or similar official of the Company or any
         of its Restricted Subsidiaries or any substantial part of the property
         of the Company or any of its Restricted Subsidiaries or the making by
         the Company or any of its Restricted Subsidiaries of an assignment for
         the benefit of creditors, or the taking of corporate action by the
         Company or any of its Restricted Subsidiaries in furtherance of any
         such action; or

                  (9) any other Event of Default provided in or pursuant to this
         Indenture with respect to Securities of such series.

         Section 5.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default with respect to the Company
specified in clause (7) or (8) of Section 5.1) occurs and is continuing, then
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of such series may declare the principal of all the
Securities of such series, or such lesser amount as may be provided for in the
Securities of such series, to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or such lesser amount shall become
immediately due and payable.




                                       41
<PAGE>   50

         If an Event of Default with respect to the Company specified in clause
(7) or (8) of Section 5.1 occurs, all unpaid principal of and accrued interest
on and any Additional Amounts payable in respect of the Outstanding Securities
of that series (or such lesser amount as may be provided for in the Securities
of such series) shall IPSO FACTO become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder of
any Security of that series.

         At any time after a declaration of acceleration with respect to the
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Securities of such series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if

                  (1) the Company has paid or deposited with the Trustee a sum
         of money sufficient to pay

                  (a) all overdue installments of any interest on and Additional
         Amounts with respect to all Securities of such series and any Coupon
         appertaining thereto,

                  (b) the principal of and any premium on any Securities of such
         series which have become due otherwise than by such declaration of
         acceleration and interest thereon and any Additional Amounts with
         respect thereto at the rate or rates borne by or provided for in such
         Securities,

                  (c) to the extent that payment of such interest or Additional
         Amounts is lawful, interest upon overdue installments of any interest
         and Additional Amounts at the rate or rates borne by or provided for in
         such Securities, and

                  (d) all sums paid or advanced by the Trustee hereunder and the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel and all other amounts due the Trustee
         under Section 6.6; and

                  (2) all Events of Default with respect to Securities of such
         series, other than the non-payment of the principal of, any premium and
         interest on, and any Additional Amounts with respect to Securities of
         such series which shall have become due solely by such declaration of
         acceleration, shall have been cured or waived as provided in Section
         5.13.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         Section 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                      TRUSTEE.

         The Company covenants that if

                  (1) default is made in the payment of any installment of
         interest on or any Additional Amounts with respect to any Security or
         any Coupon appertaining thereto



                                       42
<PAGE>   51

         when such interest or Additional Amounts shall have become due and
         payable and such default continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of or any
         premium on any Security or any Additional Amounts with respect thereto
         at their Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount of money as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee under Section 6.6.

         If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities and any Coupons appertaining thereto, wherever
situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
and any Coupons appertaining thereto by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

         Section 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities of any series or the property of the Company or such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

                  (1) to file and prove a claim for the whole amount, or such
         lesser amount as may be provided for in the Securities of any
         applicable series, of the principal and any premium, interest and
         Additional Amounts owing and unpaid in respect of the Securities



                                       43
<PAGE>   52

         and any Coupons appertaining thereto and to file such other papers or
         documents as may be necessary or advisable in order to have the claims
         of the Trustee (including any claim for the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents or
         counsel) and of the Holders of Securities or any Coupons appertaining
         thereto allowed in such judicial proceeding, and

                  (2) to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.6.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or any Coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or Coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or any Coupon in any such proceeding.

         Section 5.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                      SECURITIES OR COUPONS.

         All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of the
Securities or Coupons in respect of which such judgment has been recovered.

         Section 5.6. APPLICATION OF MONEY COLLECTED.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any
premium, interest or Additional Amounts, upon presentation of the Securities or
Coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee and any
         predecessor Trustee under Section 6.6;

                  SECOND: To the payment of the amounts then due and unpaid upon
         the Securities and any Coupons for principal and any premium, interest
         and Additional Amounts in respect of which or for the benefit of which
         such money has been collected,



                                       44
<PAGE>   53

         ratably, without preference or priority of any kind, according to the
         aggregate amounts due and payable on such Securities and Coupons for
         principal and any premium, interest and Additional Amounts,
         respectively;

                  THIRD: The balance, if any, to the Person or Persons entitled
         thereto.

         Section 5.7. LIMITATIONS ON SUITS.

         No Holder of any Security of any series or any Coupons appertaining
thereto shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of such series;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of such series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee such
         indemnity as is reasonably satisfactory to it against the costs,
         expenses and liabilities to be incurred in compliance with such
         request;

                  (4) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of such
         series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all such Holders.

         Section 5.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
                      ANY PREMIUM, INTEREST AND ADDITIONAL AMOUNTS.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 3.5 and 3.7) interest on, and any Additional Amounts with respect to
such Security or payment of such Coupon, as the case may be, on the respective
Stated Maturity or Maturities therefor specified in such Security or Coupon (or,
in the case of redemption, on the Redemption Date or, in the case of repayment
at the option of such Holder if provided in or pursuant to this Indenture, on
the date such repayment is due) and to




                                       45
<PAGE>   54

institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

         Section 5.9. RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder of a Security or a Coupon has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had
been instituted.

         Section 5.10. RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or Coupons in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved
to the Trustee or to each and every Holder of a Security or a Coupon is intended
to be exclusive of any other right or remedy, and every right and remedy, to the
extent permitted by law, shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

         Section 5.11. DELAY OR OMISSION NOT WAIVER.

         No delay or omission of the Trustee or of any Holder of any Security or
Coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to any Holder of a Security or a Coupon may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holder, as the case may be.

         Section 5.12. CONTROL BY HOLDERS OF SECURITIES.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series and any Coupons appertaining thereto, provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture or with the Securities of such series,

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction, and




                                       46
<PAGE>   55

                  (3) such direction is not unduly prejudicial to the rights of
         the other Holders of Securities of such series not joining in such
         action.

         Section 5.13. WAIVER OF PAST DEFAULTS.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except
a default

                  (1) in the payment of the principal of, any premium or
         interest on, or any Additional Amounts with respect to, any Security of
         such series or any Coupons appertaining thereto, or

                  (2) in respect of a covenant or provision hereof which under
         Article 9 cannot be modified or amended without the consent of the
         Holder of each Outstanding Security of such series affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

         Section 5.14. WAIVER OF USURY, STAY OR EXTENSION LAWS.

         The Company covenants that (to the extent that it may lawfully do so)
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company expressly waives (to the
extent that it may lawfully do so) all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

         Section 5.15. UNDERTAKING FOR COSTS

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.15 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after



                                       47
<PAGE>   56

the Redemption Date, and, in the case of repayment, on or after the date for
repayment) or for the enforcement of the right, if any, to convert or exchange
any Security into Common Stock or other securities in accordance with its terms.

                                   ARTICLE 6

                                   THE TRUSTEE

         Section 6.1. CERTAIN RIGHTS OF TRUSTEE.

         Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

                  (1) the Trustee may conclusively rely and shall be fully
         protected in acting or refraining from acting upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, coupon or other paper
         or document reasonably believed by it to be genuine and to have been
         signed or presented by the proper party or parties;

                  (2) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or a Company Order
         (in each case, other than delivery of any Security, together with any
         Coupons appertaining thereto, to the Trustee for authentication and
         delivery pursuant to Section 3.3 which shall be sufficiently evidenced
         as provided therein) and any resolution of the Board of Directors may
         be sufficiently evidenced by a Board Resolution;

                  (3) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence shall be herein specifically prescribed)
         may, in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

                  (4) the Trustee may consult with counsel of its selection and
         the advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in reliance
         thereon;

                  (5) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by or pursuant to this Indenture
         at the request or direction of any of the Holders of Securities of any
         series or any Coupons appertaining thereto pursuant to this Indenture,
         unless such Holders shall have offered to the Trustee such security or
         indemnity as is reasonably satisfactory to it against the costs,
         expenses and liabilities which might be incurred by it in compliance
         with such request or direction;

                  (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, coupon or other paper or document, but
         the Trustee, in its discretion, may but shall not be obligated to make
         such further inquiry or investigation into such facts or matters as it
         may see fit, and, if the Trustee shall determine to make such further
         inquiry or investigation, it shall be entitled to




                                       48
<PAGE>   57

         examine, during business hours and upon reasonable notice, the books,
         records and premises of the Company, personally or by agent or
         attorney, at the sole expense of the Company;

                  (7) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                  (8) the Trustee shall not be liable for any action taken,
         suffered or omitted to be taken by it, or any error of judgment made in
         good faith by a Responsible Officer or Responsible Officers of the
         Trustee, unless it shall be proved that the Trustee was negligent,
         acted in bad faith or engaged in willful misconduct;

                  (9) the Authenticating Agent, Paying Agent, and Security
         Registrar shall have the same protections as the Trustee set forth
         hereunder;

                  (10) the Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with an Act of the Holders hereunder, and, to the extent not
         so provided herein, with respect to any act requiring the Trustee to
         exercise its own discretion, relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Indenture or any Securities, unless it shall be proved that, in
         connection with any such action taken, suffered or omitted or any such
         act, the Trustee was negligent, acted in bad faith or engaged in
         willful misconduct;

                  (11) the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded; and

                  (12) the Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture.

         Section 6.2. NOTICE OF DEFAULTS.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series entitled to receive reports pursuant to
Section 7.3(3), notice of such default hereunder actually known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), or interest, if any, on, or Additional
Amounts or any sinking fund or purchase fund installment with respect to, any
Security of such series, the Trustee shall be



                                       49
<PAGE>   58

protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the best interest of the Holders of Securities and Coupons of such
series; and PROVIDED, FURTHER, that in the case of any default of the character
specified in Section 5.1(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "DEFAULT" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

         Section 6.3. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any Coupons shall be taken as
the statements of the Company and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

         Section 6.4. MAY HOLD SECURITIES.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights it
would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.

         Section 6.5. MONEY HELD IN TRUST.

         Except as provided in Section 4.3 and Section 10.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

         Section 6.6. COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

                  (1) to pay to the Trustee from time to time such compensation
         as shall be agreed to in writing by the Company and the Trustee for all
         services rendered by the Trustee hereunder (which compensation shall
         not be limited by any provision of law in regard to the compensation of
         a trustee of an express trust);





                                       50
<PAGE>   59

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture or arising out of or in
         connection with the acceptance or administration of the trust or trusts
         hereunder (including the reasonable compensation and the expenses and
         disbursements of its agents and counsel), except any such expense,
         disbursement or advance as may be attributable to the Trustee's
         negligence or bad faith; and

                  (3) to indemnify the Trustee and its agents, officers,
         directors and employees and any predecessor Trustee for, and to hold
         them harmless against, any and all loss, damage, claim, liability or
         expense, including taxes (other than taxes based upon, measured by or
         determined by the income of the Trustee), arising out of or in
         connection with the acceptance or administration of the trust or trusts
         hereunder, including the costs and expenses of defending themselves
         against any claim or liability in connection with the exercise or
         performance of any of their powers or duties hereunder, except to the
         extent that any such loss, damage, claim, liability or expense was due
         to the Trustee's negligence or willful misconduct.

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, and premium or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.

         To the extent permitted by law, any compensation or expense incurred by
the Trustee after a default specified in or pursuant to Section 5.1 is intended
to constitute an expense of administration under any then applicable bankruptcy
or insolvency law. "Trustee" for purposes of this Section 6.6 shall include any
predecessor Trustee but the negligence or willful misconduct of any Trustee
shall not affect the rights of any other Trustee under this Section 6.6.

         The provisions of this Section 6.6 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee
and shall apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Paying Agent or Security Registrar.

         Section 6.7. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder that is a Corporation
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, that is eligible under Section
310(a)(1) of the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000, and that is subject to supervision or examination
by Federal or state authority. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.




                                       51
<PAGE>   60

         Section 6.8. RESIGNATION AND REMOVAL; APPOINTMENT OF
                      SUCCESSOR.

                  (1) No resignation or removal of the Trustee and no
         appointment of a successor Trustee pursuant to this Article shall
         become effective until the acceptance of appointment by the successor
         Trustee pursuant to Section 6.9.

                  (2) The Trustee may resign at any time with respect to the
         Securities of one or more series by giving written notice thereof to
         the Company. If the instrument of acceptance by a successor Trustee
         required by Section 6.9 shall not have been delivered to the Trustee
         within 30 days after the giving of such notice of resignation, the
         resigning Trustee may petition any court of competent jurisdiction, at
         the expense of the Company, for the appointment of a successor Trustee
         with respect to such series.

                  (3) The Trustee may be removed at any time with respect to the
         Securities of any series by Act of the Holders of a majority in
         principal amount of the Outstanding Securities of such series,
         delivered to the Trustee and the Company. If the instrument of
         acceptance by a successor Trustee required by Section 6.9 shall not
         have been delivered to the Trustee within 30 days after delivery of
         such Act of Holders, the Trustee being removed may petition any court
         of competent jurisdiction, at the expense of the Company, for the
         appointment of a successor Trustee with respect to such series.

                  (4) If at any time:

                  (a) the Trustee shall fail to comply with the obligations
         imposed upon it under Section 310(b) of the Trust Indenture Act with
         respect to Securities of any series after written request therefor by
         the Company or any Holder of a Security of such series who has been a
         bona fide Holder of a Security of such series for at least six months,
         or

                  (b) the Trustee shall cease to be eligible under Section 6.7
         and shall fail to resign after written request therefor by the Company
         or any such Holder, or

                  (c) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder
of a Security who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities of such series and the appointment of a successor
Trustee or Trustees.

                  (5) If the Trustee shall resign, be removed or become
         incapable of acting, or if a vacancy shall occur in the office of
         Trustee for any cause, with respect to the Securities of one or more
         series, the Company, by or pursuant to a Board Resolution, shall
         promptly appoint a successor Trustee or Trustees with respect to the
         Securities of such series (it being understood that any such successor
         Trustee may be appointed with respect to the



                                       52
<PAGE>   61

         Securities of one or more or all of such series and that at any time
         there shall be only one Trustee with respect to the Securities of any
         particular series) and shall comply with the applicable requirements of
         Section 6.9. If, within one year after such resignation, removal or
         incapacity, or the occurrence of such vacancy, a successor Trustee with
         respect to the Securities of any series shall be appointed by Act of
         the Holders of a majority in principal amount of the Outstanding
         Securities of such series delivered to the Company and the retiring
         Trustee, the successor Trustee so appointed shall, forthwith upon its
         acceptance of such appointment in accordance with the applicable
         requirements of Section 6.9, become the successor Trustee with respect
         to the Securities of such series and to that extent supersede the
         successor Trustee appointed by the Company. If no successor Trustee
         with respect to the Securities of any series shall have been so
         appointed by the Company or the Holders of Securities and accepted
         appointment in the manner required by Section 6.9, any Holder of a
         Security who has been a bona fide Holder of a Security of such series
         for at least six months may, on behalf of himself and all others
         similarly situated, petition any court of competent jurisdiction for
         the appointment of a successor Trustee with respect to the Securities
         of such series.

                  (6) The Company shall give notice of each resignation and each
         removal of the Trustee with respect to the Securities of any series and
         each appointment of a successor Trustee with respect to the Securities
         of any series by mailing written notice of such event by first-class
         mail, postage prepaid, to the Holders of Registered Securities, if any,
         of such series as their names and addresses appear in the Security
         Register and, if Securities of such series are issued as Bearer
         Securities, by publishing notice of such event once in an Authorized
         Newspaper in each Place of Payment located outside the United States.
         Each notice shall include the name of the successor Trustee with
         respect to the Securities of such series and the address of its
         Corporate Trust Office.

                  (7) In no event shall any retiring Trustee be liable for the
         acts or omissions of any successor Trustee hereunder.

         Section 6.9. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (1) Upon the appointment hereunder of any successor Trustee
         with respect to all Securities, such successor Trustee so appointed
         shall execute, acknowledge and deliver to the Company and the retiring
         Trustee an instrument accepting such appointment, and thereupon the
         resignation or removal of the retiring Trustee shall become effective
         and such successor Trustee, without any further act, deed or
         conveyance, shall become vested with all the rights, powers, trusts and
         duties hereunder of the retiring Trustee; but, on the request of the
         Company or such successor Trustee, such retiring Trustee, upon payment
         of its charges, shall execute and deliver an instrument transferring to
         such successor Trustee all the rights, powers and trusts of the
         retiring Trustee and, subject to Section 10.3, shall duly assign,
         transfer and deliver to such successor Trustee all property and money
         held by such retiring Trustee hereunder, subject nevertheless to its
         claim, if any, provided for in Section 6.6.

                  (2) Upon the appointment hereunder of any successor Trustee
         with respect to the Securities of one or more (but not all) series, the
         Company, the retiring Trustee and such



                                       53
<PAGE>   62

         successor Trustee shall execute and deliver an indenture supplemental
         hereto wherein each successor Trustee shall accept such appointment and
         which (1) shall contain such provisions as shall be necessary or
         desirable to transfer and confirm to, and to vest in, such successor
         Trustee all the rights, powers, trusts and duties of the retiring
         Trustee with respect to the Securities of that or those series to which
         the appointment of such successor Trustee relates, (2) if the retiring
         Trustee is not retiring with respect to all Securities, shall contain
         such provisions as shall be deemed necessary or desirable to confirm
         that all the rights, powers, trusts and duties of the retiring Trustee
         with respect to the Securities of that or those series as to which the
         retiring Trustee is not retiring shall continue to be vested in the
         retiring Trustee, and (3) shall add to or change any of the provisions
         of this Indenture as shall be necessary to provide for or facilitate
         the administration of the trusts hereunder by more than one Trustee, it
         being understood that nothing herein or in such supplemental indenture
         shall constitute such Trustees co-trustees of the same trust, that each
         such Trustee shall be trustee of a trust or trusts hereunder separate
         and apart from any trust or trusts hereunder administered by any other
         such Trustee and that no Trustee shall be responsible for any notice
         given to, or received by, or any act or failure to act on the part of
         any other Trustee hereunder, and, upon the execution and delivery of
         such supplemental indenture, the resignation or removal of the retiring
         Trustee shall become effective to the extent provided therein, such
         retiring Trustee shall have no further responsibility for the exercise
         of rights and powers or for the performance of the duties and
         obligations vested in the Trustee under this Indenture with respect to
         the Securities of that or those series to which the appointment of such
         successor Trustee relates other than as hereinafter expressly set
         forth, and such successor Trustee, without any further act, deed or
         conveyance, shall become vested with all the rights, powers, trusts and
         duties of the retiring Trustee with respect to the Securities of that
         or those series to which the appointment of such successor Trustee
         relates; but, on request of the Company or such successor Trustee, such
         retiring Trustee, upon payment of its charges with respect to the
         Securities of that or those series to which the appointment of such
         successor Trustee relates and subject to Section 10.3 shall duly
         assign, transfer and deliver to such successor Trustee, to the extent
         contemplated by such supplemental indenture, the property and money
         held by such retiring Trustee hereunder with respect to the Securities
         of that or those series to which the appointment of such successor
         Trustee relates, subject to its claim, if any, provided for in Section
         6.6.

                  (3) Upon request of any Person appointed hereunder as a
         successor Trustee, the Company shall execute any and all instruments
         for more fully and certainly vesting in and confirming to such
         successor Trustee all such rights, powers and trusts referred to in
         paragraph (1) or (2) of this Section, as the case may be.

                  (4) No Person shall accept its appointment hereunder as a
         successor Trustee unless at the time of such acceptance such successor
         Person shall be qualified and eligible under this Article.

         Section 6.10. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                       BUSINESS.

         Any Corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation



                                       54
<PAGE>   63

to which the Trustee shall be a party, or any Corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated but not delivered by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

         Section 6.11. APPOINTMENT OF AUTHENTICATING AGENT.

         The Trustee may appoint one or more Authenticating Agents acceptable to
the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

         Each Authenticating Agent must be acceptable to the Company and, except
as provided in or pursuant to this Indenture, shall at all times be a
Corporation that would be permitted by the Trust Indenture Act to act as trustee
under an indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

         Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, PROVIDED such
Corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security




                                       55
<PAGE>   64

Register, and (ii) if Securities of the series are issued as Bearer Securities,
publish notice of such appointment at least once in an Authorized Newspaper in
the place where such successor Authenticating Agent has its principal office if
such office is located outside the United States. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

         The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

         The provisions of Sections 3.8, 6.3 and 6.4 shall be applicable to each
Authenticating Agent.

         If an Authenticating Agent is appointed with respect to one or more
series of Securities pursuant to this Section, the Securities of such series may
have endorsed thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

                  This is one of the Securities of the series designated herein
         referred to in the within-mentioned Indenture.

                                       THE BANK OF NEW YORK,
                                                as Trustee


                                       By _____________________________________,
                                            as Authenticating Agent



                                       By ______________________________________
                                            Authorized Officer

         If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an office
in a Place of Payment designated by the Company with respect to such series of
Securities.




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<PAGE>   65

                                   ARTICLE 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 7.1. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

         In accordance with Section 312(a) of the Trust Indenture Act, the
Company shall furnish or cause to be furnished to the Trustee

                  (1) semi-annually with respect to Securities of each series,
         at least seven Business Days prior to each Interest Payment Date and
         the Stated Maturity Date of such Securities or upon such other dates as
         are set forth in or pursuant to the Board Resolution or indenture
         supplemental hereto authorizing such series, a list, in each case in
         such form as the Trustee may reasonably require, of the names and
         addresses of Holders as of the applicable date, and

                  (2) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of a date not more than 15 days
         prior to the time such list is furnished,

PROVIDED, HOWEVER, that so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.

         Section 7.2. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

         Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company, the
Trustee, any Paying Agent or any Security Registrar shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with Section 312(c) of the Trust
Indenture Act, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under Section 312(b) of the Trust Indenture
Act.

         Section 7.3. REPORTS BY TRUSTEE.

                  (1) Within 60 days after February 15 of each year commencing
         with the first February 15 following the first issuance of Securities
         pursuant to Section 3.1, if required by Section 313(a) of the Trust
         Indenture Act, the Trustee shall transmit, pursuant to Section 313(c)
         of the Trust Indenture Act, a brief report dated as of such February 15
         with respect to any of the events specified in said Section 313(a)
         which may have occurred since the later of the immediately preceding
         February 15 and the date of this Indenture.

                  (2) The Trustee shall transmit the reports required by Section
         313 of the Trust Indenture Act at the times specified therein.





                                       57
<PAGE>   66

                  (3) Reports pursuant to this Section shall be transmitted in
         the manner and to the Persons required by Sections 313(c) and 313(d) of
         the Trust Indenture Act. In addition, a copy of each such report shall,
         at the time of such transmission to Holders, be filed by the Trustee
         with each stock exchange, if any, upon which the Securities are listed,
         with the Commission and with the Company. The Company will promptly
         notify the Trustee when the Securities are listed on any stock exchange
         and of any delisting thereof.

         Section 7.4. REPORTS BY COMPANY.

         The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act; or, if the Company is not
         required to file information, documents or reports pursuant to either
         of said Sections, then it shall file with the Trustee and the
         Commission, in accordance with rules and regulations prescribed from
         time to time by the Commission, such of the supplementary and periodic
         information, documents and reports which may be required pursuant to
         Section 13 of the Securities Exchange Act in respect of a security
         listed and registered on a national securities exchange as may be
         prescribed from time to time in such rules and regulations;

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company, with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations; and

                  (3) transmit within 30 days after the filing thereof with the
         Trustee, in the manner and to the extent provided in Section 313(c) of
         the Trust Indenture Act, such summaries of any information, documents
         and reports required to be filed by the Company pursuant to paragraphs
         (1) and (2) of this Section as may be required by rules and regulations
         prescribed from time to time by the Commission.

                  Delivery of such reports, information and documents to the
         Trustee is for informational purposes only and the Trustee's receipt of
         such shall not constitute constructive notice of any information
         contained therein or determinable from information contained therein,
         including the Company's compliance with any of its covenants hereunder
         (as to which the Trustee is entitled to rely exclusively on Officers'
         Certificates).



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<PAGE>   67

                                   ARTICLE 8

                         CONSOLIDATION, MERGER AND SALES

         Section 8.1. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with or merge into any other Person
(whether or not affiliated with the Company), or convey, transfer or lease its
property and assets as an entirety or substantially as an entirety, to any other
Person (whether or not affiliated with the Company); and the Company shall not
permit any other Person (whether or not affiliated with the Company) to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to the
Company, unless:

                  (1) in case the Company shall consolidate with or merge into
         another Person or convey, transfer or lease its properties and assets
         as an entirety or substantially as an entirety to any Person, the
         entity formed by such consolidation or into which the Company is merged
         or the Person which acquires by conveyance or transfer, or which
         leases, the properties and assets of the Company as an entirety or
         substantially as an entirety shall be a Corporation organized and
         existing under the laws of the United States of America, any state
         thereof or the District of Columbia and shall expressly assume, by an
         indenture (or indentures, if at such time there is more than one
         Trustee) supplemental hereto, executed by the successor Person and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of, any premium and interest on
         and any Additional Amounts with respect to all the Securities and the
         performance of every obligation in this Indenture and the Outstanding
         Securities on the part of the Company to be performed or observed and
         shall provide for conversion or exchange rights in accordance with the
         provisions of the Securities of any series that are convertible or
         exchangeable into Common Stock or other securities;

                  (2) immediately after giving effect to such transaction, and
         treating any indebtedness which becomes an obligation of the Company or
         a Subsidiary as a result of such transaction as having been incurred by
         the Company or such Subsidiary at the time of such transaction, no
         Event of Default or event which, after notice or lapse of time, or
         both, would become an Event of Default, shall have occurred and be
         continuing; and

                  (3) either the Company or the successor Person shall have
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such consolidation, merger, conveyance,
         transfer or lease and, if a supplemental indenture is required in
         connection with such transaction, such supplemental indenture comply
         with this Article and that all conditions precedent herein provided for
         relating to such transaction have been complied with.

         Section 8.2. SUCCESSOR PERSON SUBSTITUTED FOR COMPANY

         Upon any consolidation by the Company with or merger of the Company
into any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety to any Person in accordance
with Section 8.1, the successor Person



                                       59
<PAGE>   68

formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein; and thereafter, except in the case of a lease, the predecessor Person
shall be released from all obligations and covenants under this Indenture, the
Securities and the Coupons.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

         Section 9.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holders of Securities or Coupons, the
Company (when authorized by or pursuant to a Board Resolution) and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto, for any of the following purposes:

                  (1) to evidence the succession of another Person to the
         Company, and the assumption by any such successor of the covenants of
         the Company contained herein and in the Securities;

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (as shall be specified
         in such supplemental indenture or indentures) or to surrender any right
         or power herein conferred upon the Company;

                  (3) to add to or change any of the provisions of this
         Indenture to facilitate the issuance of Bearer Securities or to provide
         that Bearer Securities may be registrable as to principal, to change or
         eliminate any restrictions on the payment of principal of, any premium
         or interest on or any Additional Amounts with respect to Securities, to
         permit Bearer Securities to be issued in exchange for Registered
         Securities, to permit Bearer Securities to be exchanged for Bearer
         Securities of other authorized denominations or to permit or facilitate
         the issuance of Securities in uncertificated form, provided any such
         action shall not adversely affect the interests of the Holders of
         Outstanding Securities of any series or any Coupons appertaining
         thereto in any material respect;

                  (4) to establish the form or terms of Securities of any series
         and any Coupons appertaining thereto as permitted by Sections 2.1 and
         3.1;

                  (5) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.9;

                  (6) to cure any ambiguity or to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture which shall



                                       60
<PAGE>   69

         not adversely affect the interests of the Holders of Securities of any
         series then Outstanding or any Coupons appertaining thereto in any
         material respect;

                  (7) to add to, delete from or revise the conditions,
         limitations and restrictions on the authorized amount, terms or
         purposes of issue, authentication and delivery of Securities, as herein
         set forth;

                  (8) to add any additional Events of Default with respect to
         all or any series of Securities (as shall be specified in such
         supplemental indenture);

                  (9) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Article 4, PROVIDED that any such action shall not adversely affect the
         interests of any Holder of Outstanding Securities of such series and
         any Coupons appertaining thereto or any other Outstanding Security or
         Coupon in any material respect;

                  (10) to secure the Securities;

                  (11) to make provisions with respect to conversion or exchange
         rights of Holders of Securities of any series;

                  (12) to amend or supplement any provision contained herein or
         in any supplemental indenture, PROVIDED that no such amendment or
         supplement shall materially adversely affect the interests of the
         Holders of any Securities then Outstanding; or

                  (13) to amend or supplement any provision contained herein,
         provided that such amendment or supplement does not apply to any
         Outstanding Securities issued prior to the date of such amendment or
         supplement and entitled to the benefits of such provision.

         Section 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Company's Board
Resolution) and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture or of the Securities of such series; PROVIDED, HOWEVER,
that no such supplemental indenture, without the consent of the Holder of each
Outstanding Security affected thereby, shall

                  (1) change the Stated Maturity of the principal of, or any
         premium or installment of interest on or any Additional Amounts with
         respect to, any Security, or reduce the principal amount thereof or the
         rate (or modify the calculation of such rate) of interest thereon or
         any Additional Amounts with respect thereto, or any premium payable
         upon the redemption thereof or otherwise, or change the obligation of
         the Company to pay Additional Amounts pursuant to Section 10.4 (except
         as contemplated by Section 8.1(1)



                                       61
<PAGE>   70

         and permitted by Section 9.1(1)), or reduce the amount of the principal
         of an Original Issue Discount Security that would be due and payable
         upon a declaration of acceleration of the Maturity thereof pursuant to
         Section 5.2 or the amount thereof provable in bankruptcy pursuant to
         Section 5.4, change the redemption provisions or adversely affect the
         right of repayment at the option of any Holder as contemplated by
         Article 13, or change the Place of Payment, Currency in which the
         principal of, any premium or interest on, or any Additional Amounts
         with respect to any Security is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date or, in the case of repayment at the option of the
         Holder, on or after the date for repayment),

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or reduce the
         requirements of Section 15.4 for quorum or voting,

                  (3) modify any of the provisions of this Indenture relating to
         the subordination of the Securities in a manner adverse to Holders of
         Securities,

                  (4) modify any of the provisions of this Section, Section 5.13
         or Section 10.6, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby, or

                  (5) make any change that adversely affects the right to
         convert or exchange any Security into or for Common Stock of the
         Company or other securities (whether or not issued by the Company),
         cash or property in accordance with its terms.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which shall have been included expressly and
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

         It shall not be necessary for any Act of Holders of Securities under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

         Section 9.3. EXECUTION OF SUPPLEMENTAL INDENTURES.

         As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall receive, and
(subject to Section 315 of the Trust Indenture Act) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and an
Officers' Certificate stating that all conditions precedent to the execution of
such supplemental indenture



                                       62
<PAGE>   71

have been fulfilled. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

         Section 9.4. EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of a Security theretofore or thereafter authenticated and delivered hereunder
and of any Coupon appertaining thereto shall be bound thereby.

         Section 9.5. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

         Section 9.6. CONFORMITY WITH TRUST INDENTURE ACT.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

         Section 9.7. EFFECT ON SENIOR INDEBTEDNESS.

         No supplemental indenture shall directly or indirectly modify or
eliminate the provisions of Article 16 in any manner which might terminate or
impair the subordination of the Securities of any series to Senior Indebtedness
with respect to such series without the prior written consent of the holders of
such Senior Indebtedness.

         Section 9.8. NOTICE OF SUPPLEMENTAL INDENTURE.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Company shall transmit to
the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.




                                       63
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                                   ARTICLE 10

                                    COVENANTS

         Section 10.1. PAYMENT OF PRINCIPAL, ANY PREMIUM, INTEREST AND
                       ADDITIONAL AMOUNTS.

         The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer Security
on or before the Maturity thereof, and any Additional Amounts payable with
respect to such interest, shall be payable only upon presentation and surrender
of the Coupons appertaining thereto for such interest as they severally mature.

         Section 10.2. MAINTENANCE OF OFFICE OR AGENCY.

         The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company shall maintain, subject to any laws
or regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment; PROVIDED, HOWEVER, that if the Securities of such series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company shall maintain a
Paying Agent in London, Luxembourg or any other required city located outside
the United States, as the case may be, so long as the Securities of such series
are listed on such exchange. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such Office or
Agency. If at any time the Company shall fail to maintain any such required
Office or Agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment at the place specified for the purpose with respect to such Securities
as provided in or pursuant to this Indenture, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices
and demands.

         Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; PROVIDED, HOWEVER, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of



                                       64
<PAGE>   73

principal of, any premium or interest on and any Additional Amounts with respect
to any such Security may be made at the Corporate Trust Office of the Trustee or
any Office or Agency designated by the Company in the Borough of Manhattan, The
City of New York, if (but only if) payment of the full amount of such principal,
premium, interest or Additional Amounts at all offices outside the United States
maintained for such purpose by the Company in accordance with this Indenture is
illegal or effectively precluded by exchange controls or other similar
restrictions.

         The Company may also from time to time designate one or more other
Offices or Agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an Office
or Agency in each Place of Payment for Securities of any series for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other Office or Agency. Unless otherwise provided in or pursuant to this
Indenture, the Company hereby designates as the Place of Payment for each series
of Securities the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as the Office or Agency of
the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company may subsequently appoint a different Office or Agency in the Borough
of Manhattan, The City of New York for the Securities of any series.

         Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

         Section 10.3. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on or Additional Amounts with respect to
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series) sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it shall, on or prior to each due date of the principal
of, any premium or interest on or any Additional Amounts with respect to any
Securities of such series, deposit with any Paying Agent a sum (in the currency
or currencies, currency unit or units or composite currency or currencies
described in the preceding paragraph) sufficient to pay the principal or any
premium, interest or Additional Amounts so becoming due, such sum to be held in
trust for the benefit of




                                       65
<PAGE>   74

the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

         The Company shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent shall:

                  (1) hold all sums held by it for the payment of the principal
         of, any premium or interest on or any Additional Amounts with respect
         to Securities of such series in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as provided in or pursuant to this Indenture;

                  (2) give the Trustee written notice of any default by the
         Company (or any other obligor upon the Securities of such series) in
         the making of any payment of principal, any premium or interest on or
         any Additional Amounts with respect to the Securities of such series;
         and

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

         Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or any such premium or interest or any such Additional Amounts shall have become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security or any Coupon appertaining thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment, shall, at the request and expense of the Company,
cause to be published once, in an Authorized Newspaper in each Place of Payment
for such series or to be mailed to Holders of Registered Securities of such
series, or both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication or mailing nor shall it be later than two years after such principal
and any premium or interest or Additional Amounts shall have become due and
payable, any unclaimed balance of such money then remaining will be repaid to
the Company.



                                       66
<PAGE>   75

         Section 10.4. ADDITIONAL AMOUNTS.

         If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms, and express mention
of the payment of Additional Amounts (if applicable) in any provision hereof
shall not be construed as excluding the payment of Additional Amounts in those
provisions hereof where such express mention is not made.

         Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers' Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee, an Officers' Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who are
United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or Coupons, and the Company
agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities. The Company covenants to fully
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence,
bad faith or willful misconduct on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

         Section 10.5. CORPORATE EXISTENCE.

         Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the existence of each of its Restricted Subsidiaries and the
rights (charter and statutory) and franchises of the Company and each of its
Restricted Subsidiaries; PROVIDED, HOWEVER, that the foregoing shall not
obligate the Company to preserve the existence of any of its Restricted
Subsidiaries or any such right or franchise if the Board of Directors of the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not disadvantageous in any material respect
to any Holder.



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<PAGE>   76

         Section 10.6. WAIVER OF CERTAIN COVENANTS.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 10.5 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

         Section 10.7. COMPANY STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN
                       DEFAULTS.

                  (1) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officers' Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that

                           (a) a review of the activities of the Company during
         such year and of its performance under this Indenture has been made
         under his or her supervision, and

                           (b) to the best of his or her knowledge, based on
         such review, (a) the Company has complied with all the conditions and
         covenants imposed on it under this Indenture throughout such year, or,
         if there has been a default in the fulfillment of any such condition or
         covenant, specifying each such default known to him or her and the
         nature and status thereof, and (b) no event has occurred and is
         continuing which is, or after notice or lapse of time or both would
         become, an Event of Default, or, if such an event has occurred and is
         continuing, specifying each such event known to him and the nature and
         status thereof.

                  (2) The Company shall deliver to the Trustee, within five days
after the occurrence thereof, written notice of any Event of Default or any
event which after notice or lapse of time or both would become an Event of
Default pursuant to clause (4) of Section 5.1.

         Section 10.8. CALCULATION OF ORIGINAL ISSUE DISCOUNT.

         The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.




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<PAGE>   77

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.1. APPLICABILITY OF ARTICLE.

         Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

         Section 11.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of (a) less than all of the Securities of any series or (b) all
of the Securities of any series, with the same issue date, interest rate or
formula, Stated Maturity and other terms, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed.

         Section 11.3. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Registered
Securities of such series; PROVIDED, HOWEVER, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established herein or pursuant hereto.

         The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal of such Securities which has been or is to be redeemed.

         Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted into Common Stock or exchanged for other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which
have been converted or exchanged during a selection of Securities to be redeemed
shall be treated by the Trustee as Outstanding for the purpose of such
selection.



                                       69
<PAGE>   78

         Section 11.4. NOTICE OF REDEMPTION.

         Notice of redemption shall be given in the manner provided in Section
1.6, not less than 30 nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified in the Securities to be redeemed, to the Holders
of Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

         Any notice that is mailed to the Holder of any Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all Outstanding Securities of any series are
         to be redeemed, the identification (and, in the case of partial
         redemption, the principal amount) of the particular Security or
         Securities to be redeemed,

                  (4) in case any Security is to be redeemed in part only, the
         notice which relates to such Security shall state that on and after the
         Redemption Date, upon surrender of such Security, the Holder of such
         Security will receive, without charge, a new Security or Securities of
         authorized denominations for the principal amount thereof remaining
         unredeemed,

                  (5) that, on the Redemption Date, the Redemption Price shall
         become due and payable upon each such Security or portion thereof to be
         redeemed, and, if applicable, that interest thereon shall cease to
         accrue on and after said date,

                  (6) the place or places where such Securities, together (in
         the case of Bearer Securities) with all Coupons appertaining thereto,
         if any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price and any accrued interest and Additional
         Amounts pertaining thereto,

                  (7) that the redemption is for a sinking fund, if such is the
         case,

                  (8) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all Coupons maturing subsequent to the date fixed for
         redemption or the amount of any such missing Coupon or Coupons will be
         deducted from the Redemption Price, unless security or indemnity
         satisfactory to the Company, the Trustee and any Paying Agent is
         furnished,

                  (9) if Bearer Securities of any series are to be redeemed and
         no Registered Securities of such series are to be redeemed, and if such
         Bearer Securities may be



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<PAGE>   79

         exchanged for Registered Securities not subject to redemption on the
         Redemption Date pursuant to Section 3.5 or otherwise, the last date, as
         determined by the Company, on which such exchanges may be made,

                  (10) in the case of Securities of any series that are
         convertible into Common Stock of the Company or exchangeable for other
         securities, the conversion or exchange price or rate, the date or dates
         on which the right to convert or exchange the principal of the
         Securities of such series to be redeemed will commence or terminate and
         the place or places where such Securities may be surrendered for
         conversion or exchange, and

                  (11) the CUSIP number or the Euroclear or the Clearstream
         reference numbers of such Securities, if any (or any other numbers used
         by a Depository to identify such Securities).

         A notice of redemption published as contemplated by Section 1.6 need
not identify particular Registered Securities to be redeemed.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

         Section 11.5. DEPOSIT OF REDEMPTION PRICE.

         On or prior to 10:00 a.m., New York City time, on any Redemption Date,
the Company shall deposit, with respect to the Securities of any series called
for redemption pursuant to Section 11.4, with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 10.3) an amount of money in the applicable Currency
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date, unless otherwise specified pursuant to
Section 3.1 or in the Securities of such series) any accrued interest on and
Additional Amounts with respect thereto, all such Securities or portions thereof
which are to be redeemed on that date.

         Section 11.6. SECURITIES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest
and Additional Amounts to the Redemption Date; PROVIDED, HOWEVER, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest (at an Office or Agency
located outside the United States except as otherwise provided in Section 10.2),
and PROVIDED, FURTHER, that, except as otherwise specified in



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<PAGE>   80

or pursuant to this Indenture or the Registered Securities of such series,
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the Regular Record Dates therefor according to their terms and the
provisions of Section 3.7.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; PROVIDED,
HOWEVER, that any interest or Additional Amounts represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an Office or
Agency for such Security located outside of the United States except as
otherwise provided in Section 10.2.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium, until paid,
shall bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

         Section 11.7. SECURITIES REDEEMED IN PART.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.



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<PAGE>   81

                                   ARTICLE 12

                                  SINKING FUNDS

         Section 12.1. APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued
pursuant to this Indenture.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of such series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.2. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series and this Indenture.

         Section 12.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

         The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, PROVIDED that such series of Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section
12.2, the principal amount of Securities of such series to be redeemed in order
to satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, PROVIDED,
HOWEVER, that the Trustee or such Paying Agent shall at the request of the
Company from time to time pay over and deliver to the Company any cash payment
so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that series purchased by the Company having an
unpaid principal amount equal to the cash payment requested to be released to
the Company.



                                       73
<PAGE>   82

         Section 12.3. REDEMPTION OF SECURITIES FOR SINKING FUND.

         Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

                                   ARTICLE 13

                       REPAYMENT AT THE OPTION OF HOLDERS

         Section 13.1. APPLICABILITY OF ARTICLE.

         Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 3.9, shall
not operate as a payment, redemption or satisfaction of the Indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 13.1, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                                   ARTICLE 14

                        SECURITIES IN FOREIGN CURRENCIES

         Section 14.1. APPLICABILITY OF ARTICLE.

         Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated



                                       74
<PAGE>   83

in the same Currency, or (ii) any distribution to Holders of Securities, in the
absence of any provision to the contrary in the form of Security of any
particular series or pursuant to this Indenture or the Securities, any amount in
respect of any Security denominated in a Currency other than Dollars shall be
treated for any such action or distribution as that amount of Dollars that could
be obtained for such amount on such reasonable basis of exchange and as of the
record date with respect to Registered Securities of such series (if any) for
such action, determination of rights or distribution (or, if there shall be no
applicable record date, such other date reasonably proximate to the date of such
action, determination of rights or distribution) as the Company may specify in a
written notice to the Trustee.

                                   ARTICLE 15

                        MEETINGS OF HOLDERS OF SECURITIES

         Section 15.1. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

         A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

         Section 15.2. CALL, NOTICE AND PLACE OF MEETINGS.

                  (1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 15.1, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.6, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

                  (2) In case at any time the Company (by or pursuant to a Board
Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 15.1, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to
Section 1.6) or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or, if Securities of
such series are to be issued as Bearer Securities, in London for such meeting
and may call such meeting for such purposes by giving notice thereof as provided
in clause (1) of this Section.



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<PAGE>   84

         Section 15.3. PERSONS ENTITLED TO VOTE AT MEETINGS.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

         Section 15.4. QUORUM; ACTION.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for any meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any reconvened meeting, such
reconvened meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such reconvened meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 15.2(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series which shall constitute a quorum.

         Except as limited by the proviso to Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series;
PROVIDED, HOWEVER, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

         Section 15.5. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
                       OF MEETINGS.

                  (1) Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of



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<PAGE>   85

such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 1.4 and the
appointment of any proxy shall be proved in the manner specified in Section 1.4
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 1.4 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 1.4 or other proof.

                  (2) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 15.2(2), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

                  (3) At any meeting, each Holder of a Security of such series
or proxy shall be entitled to one vote for each $1,000 principal amount of
Securities of such series held or represented by him; PROVIDED, HOWEVER, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or proxy.

                  (4) Any meeting of Holders of Securities of any series duly
called pursuant to Section 15.2 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

         Section 15.6. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.2 and, if
applicable, Section 15.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman



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<PAGE>   86

and secretary of the meeting and one such copy shall be delivered to the
Company, and another to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting. Any record so signed
and verified shall be conclusive evidence of the matters therein stated.

                                   ARTICLE 16

                           SUBORDINATION OF SECURITIES

         Section 16.1. AGREEMENT TO SUBORDINATE.

         The Company covenants and agrees, and each Holder of Securities issued
hereunder and under any indenture supplemental hereto or pursuant to a Board
Resolution and Officers' Certificate ("Additional Provisions"), by such Holder's
acceptance thereof, likewise covenants and agrees that all Securities shall be
issued subject to the provisions of, this Article 16; and each Holder of a
Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

         The payment by the Company of the principal of, any premium and
interest on and any Additional Amounts with respect to all Securities of each
series issued hereunder and under any Additional Provisions shall, to the extent
and in the manner hereinafter set forth, be subordinate in right of payment to
the prior payment in full of all Senior Indebtedness with respect to such
series, whether outstanding at the date of this Indenture or thereafter
incurred.

         No provision of this Article 16 shall prevent the occurrence of any
default or Event of Default hereunder.

         Section 16.2. DEFAULT ON SENIOR INDEBTEDNESS.

         In the event and during the continuation of any default by the Company
in the payment of principal, premium, interest or any other amount due on any
Senior Indebtedness with respect to the Securities of any series, or in the
event that the maturity of any Senior Indebtedness with respect to the
Securities of any series has been accelerated because of a default, then, in
either case, no payment shall be made by the Company with respect to the
principal (including redemption and sinking fund payments) of, any premium or
interest on, or any Additional Amounts with respect to, the Securities of such
series.

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 16.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of such Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on such Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of such Senior Indebtedness.



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<PAGE>   87

         Section 16.3. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution, winding-up, liquidation or reorganization of the
Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
with respect to the Securities of any series shall first be paid in full, or
payment thereof provided for in money in accordance with its terms, before any
payment is made by the Company on account of the principal of, premium or
interest on, or Additional Amounts with respect to, the Securities of such
series; and upon any such dissolution, winding-up, liquidation or
reorganization, or in any such bankruptcy, insolvency, receivership or other
proceeding, any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, which the
Holders or the Trustee would be entitled to receive from the Company, except for
the provisions of this Article 16, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders or by the Trustee under
this Indenture if received by them or it, directly to the holders of such Senior
Indebtedness (PRO RATA to such holders on the basis of the respective amounts of
such Senior Indebtedness held by such holders, as calculated by the Company) or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay such Senior Indebtedness in full, in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Holders of the Securities of such series or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing shall be received by the
Trustee before all such Senior Indebtedness is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all such Senior Indebtedness remaining unpaid to
the extent necessary to pay such Senior Indebtedness in full in money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness.

         For purposes of this Article 16, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other Corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 16 with respect
to the Securities of the relevant series to the payment of all Senior
Indebtedness with respect to the Securities of such series that may at the time
be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
Corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are



                                       79
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not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance, transfer or lease of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided for in Article 8 of this Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 16.3
if such other Person shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions stated in Article 8 of this Indenture.
Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.6 of this Indenture.

         Section 16.4. SUBROGATION.

         Subject to the payment in full of all Senior Indebtedness with respect
to the Securities of any series, the rights of the Holders of the Securities of
such series shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to such Senior Indebtedness until the
principal of, any premium and interest on, and any Additional Amounts with
respect to, the Securities of such series shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of
such Senior Indebtedness of any cash, property or securities to which the
Holders or the Trustee would be entitled except for the provisions of this
Article 16, and no payment over pursuant to the provisions of this Article 16 to
or for the benefit of the holders of such Senior Indebtedness by Holders of the
Securities of such series or the Trustee, shall, as between the Company, its
creditors other than holders of such Senior Indebtedness, and the Holders of the
Securities of such series, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness. It is understood that the provisions of
this Article 16 are and are intended solely for the purposes of defining the
relative rights of the Holders of the Securities of each series, on the one
hand, and the holders of the Senior Indebtedness with respect to the Securities
of such series on the other hand.

         Nothing contained in this Article 16 or elsewhere in this Indenture, in
any Additional Provisions or in the Securities of any series is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness with respect to the Securities of such series, and the
Holders of the Securities of such series, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities of such
series the principal of, any premium and interest on, and any Additional Amounts
with respect to, the Securities of such series as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders of the Securities of such series and
creditors of the Company, other than the holders of such Senior Indebtedness,
nor shall anything herein or therein prevent the Trustee or the Holder of any
Security of such series from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article 16 of the holders of such Senior Indebtedness in respect of
cash, property or securities of the Company, as the case may be, received upon
the exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article 16, the Trustee, subject to the provisions of Article 6 of this
Indenture, and the Holders shall be entitled to conclusively rely upon any order
or decree made by any court of competent



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<PAGE>   89

jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of the
Securities of any series, for the purposes of ascertaining the Persons entitled
to participate in such distribution, the holders of Senior Indebtedness with
respect to the Securities of such series and other indebtedness of the Company,
as the case may be, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article 16.

         Section 16.5. TRUSTEE TO EFFECTUATE SUBORDINATION.

         Each Holder of Securities, by such Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article 16 and appoints the Trustee such Holder's attorney-in-fact for any
and all such purposes.

         Section 16.6. NOTICE BY THE COMPANY

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities of
any series pursuant to the provisions of this Article 16. Notwithstanding the
provisions of this Article 16 or any other provision of this Indenture or any
Additional Provisions, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Securities of any series pursuant to the
provisions of this Article 16, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or a holder
or holders of Senior Indebtedness with respect to the Securities of such series
or from any trustee therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Article 6 of this Indenture, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 16.6 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of, any premium or interest on, or any
Additional Amounts with respect to, any Security of such series), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purposes
for which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.

         The Trustee, subject to the provisions of Article 6 of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness with
respect to the Securities of any series (or a trustee on behalf of such holder),
to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article 16, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the



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extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article 16, and, if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

         Upon any payment or distribution of assets of the Company referred to
in this Article 16, the Trustee and the Holders shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding-up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of the Securities of
any series, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Indebtedness with respect
to the Securities of such series and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 16.

         Section 16.7. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article 16 in respect of any Senior Indebtedness with
respect to the Securities of any series at any time held by it, to the same
extent as any other holder of such Senior Indebtedness, and nothing in this
Indenture or any Additional Provisions shall deprive the Trustee of any of its
rights as such holder.

         With respect to the holders of Senior Indebtedness with respect to the
Securities of any series, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
Article 16, and no implied covenants or obligations with respect to the holders
of such Senior Indebtedness shall be read into this Indenture or any Additional
Provisions against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of such Senior Indebtedness and, subject to the
provisions of Article 6 of this Indenture, the Trustee shall not be liable to
any holder of such Senior Indebtedness if it shall pay over or deliver to
Holders of the Securities of such series, the Company or any other Person money
or assets to which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article 16 or otherwise.

         Nothing in this Article 16 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.6.

         Section 16.8. SUBORDINATION MAY NOT BE IMPAIRED.

         No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company,
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof that any such holder may have or
otherwise be charged with.



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         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness with respect to the Securities of any series
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders of Securities of such series, without incurring
responsibility to such Holders and without impairing or releasing the
subordination provided in this Article 16 or the obligations hereunder of the
Holders of the Securities of such series to the holders of such Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

                                    * * * * *

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.




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         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                       JABIL CIRCUIT INC.


                                       By /s/ FORBES I.J. ALEXANDER
                                          --------------------------------------
                                          Forbes I.J. Alexander, Treasurer




                                       THE BANK OF NEW YORK,
                                                as Trustee



                                       By /s/ MARY LAGUMINA
                                          --------------------------------------
                                                Mary LaGumina,
                                                Vice President:





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<PAGE>   93
STATE OF  FLORIDA)
                            ss.:
COUNTY OF HILLSBOROUGH)

         On the 2nd day of May, 2001, before me personally came Forbes I.J.
Alexander, to me known, who, being by me duly sworn, did depose and say that he
is a Treasurer of JABIL CIRCUIT, INC., a Delaware corporation, the person
described in and who executed the foregoing instrument, and that he signed said
instrument by authority of the Board of Directors of said Corporation.



                                       By /s/ LESLIE M. ARNETT
                                          --------------------------------------
                                          Leslie M. Arnett, Notary Public


[NOTARIAL SEAL]







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